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  1. Acceptance and Binding Nature of These
    Standard Terms and Conditions

    1.1 Binding Terms and Conditions. By accepting services, deliverables, work, and/or any other thing provided by QUINCY MEDIA, INC., you irrevocably agree to, and to be bound by, these Terms and Conditions, as applicable, and you represent and warrant that you have the full authority to enter into the Agreement.
    1.2 Term. The Agreement shall commence upon its effective
    date and shall remain effective until the Services are completed and Deliverables delivered.
    1.3 Termination. This Agreement may be terminated at any time by either party upon 30-days written notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice from the non-breaching party of such breach.
    1.4 Effect of Termination. In the event of termination, QUINCY MEDIA, INC. shall be compensated for the Services performed and Deliverables delivered through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by QUINCY MEDIA, INC. or QUINCY MEDIA, INC.’s agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, out of pocket together with any additional costs incurred through and up to, the date of termination. Other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
    1.5 Additional Effect of Termination and/or Nonpayment for Website Design and/or Hosting Services. In the event of termination or failure to renew web hosting with QUINCY MEDIA, INC., any website created by QUINCY MEDIA, INC. for Client will be taken offline. In the event of nonpayment (whether complete, partial, or otherwise) by Client for web hosting and/or website design services, QUINCY MEDIA, INC. reserves the right, which may be exercised in its sole and unfettered discretion, (a) to withhold or delay publication of the website to or from the web (and any other applicable digital platform), and/or (b) if any website has already been published to the web (i.e., “gone live”), to withdraw publication of the website to or from the web (and any other applicable digital platform).
  2. Definitions
    As used throughout the Agreement (as defined below):
    2.1 Agreement means the entire content of the proposal documents, Responsive Website Quote (if any), these Terms and Conditions, purchase orders, invoices, email and other correspondence describing Deliverables, Work, Project elements, together with any and all exhibits, schedules, and attachments.
    2.2 Client Content means all materials, information, imagery, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
    2.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
    2.4 Deliverables means the services and work product specified in the Agreement to be delivered by QUINCY MEDIA, INC. to Client in the form and media specified.
    2.5 Designer Tools means all design tools developed and/or utilized by QUINCY MEDIA, INC. in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any software, or other inventions whether or not patentable, and general noncopyrightable concepts such as, without limitation, website design, architecture, layout, navigational, and functional elements, design, and marketing strategy.
    2.6 Final Art means all creative content developed or created by QUINCY MEDIA, INC. or commissioned by QUINCY MEDIA, INC. exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and QUINCY MEDIA, INC.’s selection, arrangement, and coordination of such elements together with Client Content and/or Third Party Materials.
    2.7 Final Deliverables means the final versions of Deliverables provided by QUINCY MEDIA, INC. and accepted by Client.
    2.8 Preliminary Works means all artwork including, but not limited to, raw video and video outtakes, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by QUINCY MEDIA, INC. and which may or may not be shown and/or delivered to Client for consideration but do not form part of the Final Art.
    2.9 Project means the scope and purpose of the work product as described in the Agreement.
    2.10 Services means all services and the work product to be provided to Client by QUINCY MEDIA, INC. as described in the Agreement.
    2.11 Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
    2.12 Trademarks means trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
  3. Expenses and Payment Terms
    Except as otherwise expressly agreed in writing by the parties:
    3.1 Initial Payment. The initial payment will be made by the deadline established by QUINCY MEDIA, INC.. If payment by credit card is acceptable to QUINCY MEDIA, INC., Client shall ensure that its credit card information used to remit payment is valid and current and acceptable for use.
    3.2 Invoicing. All invoices are payable with thirty (30) days of receipt. A monthly service charge of one and a half percent (1.5%) (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. QUINCY MEDIA, INC. reserves the right to withhold the delivery and
    any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned upon receipt of any payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of Changes.
    3.3 Additional Payment Terms for Website Design. At the time that QUINCY MEDIA, INC. has completed its website design Services, QUINCY MEDIA, INC. may, in its sole discretion and its sole election, invoice Client for all outstanding amounts due, notwithstanding whether Client has approved or accepted any Deliverables, including without limitation the website, and notwithstanding whether Client has provided any or all Client Content necessary for the completion of the Deliverables.
    3.4 Expenses. Client shall reimburse QUINCY MEDIA, INC.’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxes at cost and, if applicable, a mileage reimbursement at the standard IRS reimbursement rate at the time the travel occurs; and
    (b) travel expenses including transportation, meals, and lodging incurred by QUINCY MEDIA, INC. with Client’s prior approval.
    3.5 Additional Costs. The Project pricing includes only QUINCY MEDIA, INC.’s fee. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photograph and/or artwork licenses, prototype production costs, talent fees, and music licenses, will be billed to Client unless specifically otherwise provided for in writing signed by both parties. In the rare and limited instance of the sale by QUINCY MEDIA, INC. of any Preliminary Work(s) to Client pursuant to Section 9.3 below, the agreed-upon fee for such Preliminary Work(s) shall be in addition to the Project pricing.
  4. Changes, Approvals, and Acceptance
    4.1 General Changes. Except as otherwise agreed by the parties, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and material basis, at QUINCY MEDIA, INC.’s standard hourly rate of $90 per hour. Such charges shall be in addition to all other amounts payable under the Agreement, despite any maximum budget, contract price, or final price identified therein. QUINCY MEDIA, INC. may extend or modify any delivery schedule or deadlines as may be required by such Changes.
    4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision in excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, QUINCY MEDIA, INC. shall be entitled to submit a new and separate proposal to Client for written approval. Work shall not begin on the revised services until receipt of Client’s written approval and, if required, any additional retainer fees are received by QUINCY MEDIA, INC.. For avoidance of doubt, if Client instructs QUINCY MEDIA, INC. to perform Changes that amount to a revision in excess of fifty percent (50%), QUINCY MEDIA, INC. may opt to present Client with a revised proposal, which will take into account the work already performed for Client and the scope of work Client is requesting. If the parties do not amend the existing Agreement based on the revised proposal, Client may proceed under the existing Agreement or terminate the Agreement pursuant to its terms.
    4.3 Timing. QUINCY MEDIA, INC. will prioritize performance of the Services as may be necessary and will undertake commercially reasonable efforts to perform the Services as identified in the Agreement. Client agrees to promptly review Deliverables within the time identified for such review and promptly either (i) approve the Deliverables in writing or (ii) provide written comments sufficient to identify Client’s concerns, objections or corrections to QUINCY MEDIA, INC.. QUINCY MEDIA, INC. is entitled to request written clarification of any concern, objection, or correction. Client acknowledges and agrees that QUINCY MEDIA, INC.’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Agreement and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition, or QUINCY MEDIA, INC.’s obligations under the Agreement. In the event Client fails to approve any Deliverables or provide any written comments or response within the time allotted and identified by QUINCY MEDIA, INC., then QUINCY MEDIA, INC. may, at its sole election, treat Client’s silence as unconditional approval of such Deliverables.
    4.4 Testing and Acceptance. QUINCY MEDIA, INC. will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify QUINCY MEDIA, INC., in writing, of any failure of such Deliverable to comply with the specifications set forth in the Agreement, or of any other objections, corrections, changes, or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, or change or amendment, and QUINCY MEDIA, INC. will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of the Agreement. In the absence of such notice from Client, the Deliverables shall be deemed accepted.
  5. Support Services
    5.1 Support Services. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, but shall not include the development of enhancements to the Project, repairs to any code, platform, website, or other functionality or mechanism required as a result of Client’s actions when accessing the back-end CMS, or other services outside the scope of the Agreement. During the first year of the Agreement, QUINCY MEDIA, INC. will provide any Support Services that are
    beyond the scope of the Support Services outlined in the Agreement at Client’s request for an hourly fee of ninety dollars ($90) per hour, with a one-half hour minimum. After the first year, QUINCY MEDIA, INC. will provide any Support Services that Client requests at QUINCY MEDIA, INC.’s hourly rate then in effect upon the date of the request for Support Services.
    5.2 Enhancements. After a website is published to the web (i.e., “goes live”), Client may request that QUINCY MEDIA, INC. develop enhancements to the Deliverables, and QUINCY MEDIA, INC. shall exercise commercially reasonable efforts to prioritize QUINCY MEDIA, INC.’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any
    such requested enhancements. Such enhancements shall be
    provided at QUINCY MEDIA, INC.’s hourly rate then in effect
    upon the date of the request for enhancements, plus expenses
    or additional costs, if any.
  6. Client Responsibilities
    Client acknowledges that it shall be responsible for performing
    the following in a reasonable and timely manner:
    (a) coordination of any decision-making with parties other than QUINCY MEDIA, INC.;
    (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Agreement; and
    (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
  7. Accreditation/Promotions
    All displays or publications of the Deliverables shall, at QUINCY MEDIA, INC.’s election, bear accreditation and/or copyright notice in QUINCY MEDIA, INC.’s name in the form, size, and location as incorporated by QUINCY MEDIA, INC. in the Deliverables, or as otherwise directed by QUINCY MEDIA, INC.. QUINCY MEDIA, INC. retains the right to reproduce, publish, and display the Deliverables in QUINCY MEDIA, INC.’s portfolios and websites, and in trade publications or periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
  8. Confidential Information
    8.1 Generally. Each party acknowledges that in connection with the Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential
    Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
    8.2 Disposal of Confidential Information. Upon expiration or termination of the Agreement, each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party.
    8.3 Account Access. Where performance by QUINCY MEDIA, INC. of the Services is contingent on QUINCY MEDIA, INC.’s access to “accounts,” “usernames,” “useridentifications,” “passwords,” and/or any other type of credentials (collectively, “Account Credentials”) that are intended to restrict access to an application, program, service, or any other destination, (a) Account Credentials constitute Confidential Information, (b) Client shall promptly provide to QUINCY MEDIA, INC. current Account Credentials (including any changes or updates to such Account Credentials) necessary or desirable for the performance of the Services, (c) Client shall ensure that no action is taken by any person or entity (including but not limited to its employees and agents but not including QUINCY MEDIA, INC. and its employees and agents) to impede, hinder, delay, or otherwise frustrate QUINCY MEDIA, INC.’s use of Account Credentials and exploitation of any account gated by the Account Credentials, and (d) each party shall immediately notify the other party if any Account Credentials have been stolen, leaked, used without proper consent, or otherwise compromised and shall
    take any other action with respect to such compromised Account Credentials as required by law.
  9. Intellectual Property Provisions
    9.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to QUINCY MEDIA, INC. a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with QUINCY MEDIA, INC.’s performance of the Services with limited promotional uses of the Deliverables as authorized in the Agreement.
    9.2 Third Party Materials. Client may request that QUINCY MEDIA, INC. use Third Party Materials in connection with QUINCY MEDIA, INC.’s performance of the Services in the Agreement. All Third-Party Materials are the exclusive property of their respective owners. If Client selects Third Party Materials by or through QUINCY MEDIA, INC., QUINCY MEDIA, INC. will, at Client’s expense, obtain the license(s) necessary to permit Client’s use of the Third-Party Materials. Client understands that these Third-Party Materials will be licensed to QUINCY MEDIA, INC. and will not be exclusive. Although QUINCY MEDIA, INC. will not use the same Third- Party Materials in Client’s Project and in a project for Client’s direct competitor or within Client’s local market, QUINCY MEDIA, INC. may use the Third-Party Materials it obtains for Client’s Project in projects for other clients or for other
    purposes. If Client selects Third Party Materials by or through an
    individual or entity other than QUINCY MEDIA, INC., Client shall, at Client’s expense, obtain the license(s) necessary to permit Client’s use of the Third-Party Materials. In the event that Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves, and holds harmless QUINCY MEDIA, INC. from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation, or other releases or permissions with respect to materials included in the website.
    9.3 Preliminary Works. QUINCY MEDIA, INC. retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to QUINCY MEDIA, INC. within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of QUINCY MEDIA, INC.. In rare and limited instances, QUINCY MEDIA, INC., in its sole discretion, may be willing to negotiate with Client for the sale by QUINCY MEDIA, INC. to Client of one or more Preliminary Works and, in such event, any such negotiation or sale shall have no effect on, nor change the scope of, the Agreement or any aspect or element of the Project, Services, or Deliverables.
    9.4 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, QUINCY MEDIA, INC. assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by QUINCY MEDIA, INC. for use by Client as a Trademark. QUINCY MEDIA, INC. shall cooperate with Client and shall execute any additional documents reasonable requested by Client to evidence such assignment. Client shall have sole
    responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves, and holds harmless QUINCY MEDIA, INC. from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
    9.5 Designer Tools. All Designer Tools are and shall remain the exclusive property of QUINCY MEDIA, INC.. QUINCY MEDIA, INC. grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works, or otherwise disassemble or modify any Designer Tools comprising any software or technology of QUINCY MEDIA, INC..
    9.6 Rights to Final Art. QUINCY MEDIA, INC. hereby grants to Client the exclusive, perpetual, and worldwide right and license to use, reproduce, adapt, modify, and display the Final Art solely in connection with the Project as defined in the Responsive Website Quote and in accordance with the terms and conditions of the Agreement.
  10. Relationship of the Parties
    10.1 Independent Contractor. QUINCY MEDIA, INC. is an
    independent contractor, not an employee of Client or any company affiliated with Client. QUINCY MEDIA, INC. shall provide the Services under the general direction of Client, but QUINCY MEDIA, INC. shall determine, in QUINCY MEDIA, INC.’s sole discretion, the manner and means by which the Services are accomplished. The Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in the Agreement. QUINCY MEDIA, INC. and the work product and Deliverables prepared by QUINCY MEDIA, INC. shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are
    contractual in nature and are wholly defined by the express
    written agreement of the parties and the various terms and
    conditions of the Agreement.
    10.2 Agents. QUINCY MEDIA, INC., at its sole discretion and
    election, shall be permitted to engage and/or use third party
    designers and other service providers as independent
    contractors in connection with the Services (“Agents”).
    10.3 Exclusivity. Client expressly acknowledges that any
    website that QUINCY MEDIA, INC. plans, designs, and
    produces must be hosted by QUINCY MEDIA, INC. and
    cannot be transferred to another hosting provider or web
    developer or web designer. QUINCY MEDIA, INC. shall be
    entitled to offer and provide services to others, solicit other
    clients, and otherwise advertise the services offered by
  11. Warranties and Representations
    11.1 By Client. Client represents, warrants, and covenants to
    QUINCY MEDIA, INC. that (a) Client owns all right, title, and
    interest in, or otherwise has full right and authority to permit
    the use of the Client Content, (b) to the best of Client’s
    knowledge, the Client Content does not infringe the rights of
    any third party, and use of the Client Content as well as any
    Trademarks in connection with the Project does not and will
    not violate the rights of any third parties, (c) Client shall comply
    with the terms and conditions of any licensing agreements
    which govern the use of Third Party Materials, (d) Client shall
    comply with all laws and regulations as they relate to the
    Services and Deliverables, (e) Client shall use commercially
    reasonable efforts to prevent any unauthorized person or
    entity from interfering in any manner whatsoever with the
    performance by QUINCY MEDIA, INC. of the Services and
    delivery of the Final Deliverables, and (f) with respect to any
    consumer or personal contact information (including, without
    limitation, email addresses and cell phone numbers) and any
    personally identifiable information (collectively or individually,
    “Consumer Information”) of any consumer or person that
    Client provides to QUINCY MEDIA, INC., Client represents
    and warrants that it has obtained such Consumer Information
    lawfully and has been duly authorized by the relevant
    consumer or person to provide it to QUINCY MEDIA, INC. for
    purposes of QUINCY MEDIA, INC. to perform the Services
    and Deliverables and performance of the Project, including
    direct messaging, communication, and contact to and with the
    consumer or person for marketing, promotional and other
    purposes identified in the Agreement.
    11.2 Client Acknowledgements and Agreements. Client
    acknowledges and agrees that (a) QUINCY MEDIA, INC. has
    no control over the policies and ranking algorithms of search
    engines with respect to the type of sites and/or content that
    they accept now or in the future, (b) Client’s websites and
    content may be excluded from any search engine or directory
    at any time at the sole discretion of the search engine or
    directory, (c) QUINCY MEDIA, INC. makes no representations
    or warranties regarding positioning of any Client website or
    content in search results or rankings, or the efficacy of the use
    of any keyword, phrase, search term, title, meta-tags, or any
    other component of any optimization strategy or services in
    fulfilling optimization objectives, (d) QUINCY MEDIA, INC. is
    not a substantive subject matter expert in the topics for which
    QUINCY MEDIA, INC. will provide, as applicable, content
    marketing material (including, without limitation, blog posts,
    tweets, social media engagement, native advertising), and, as
    such, QUINCY MEDIA, INC. is not responsible for (and makes
    no warranties or representations with respect to) the
    completeness or accuracy of such substantive content;
    accordingly, Client warrants that time is of the essence in its
    review of any such substantive content and that its own
    judgment of the substantive accuracy and completeness of
    such substantive content is of utmost importance and solely
    its own responsibility.
    11.3 By Client if Services Include IP Targeting. In addition to
    the representations, warranties, covenants, and
    acknowledgements above, Client warrants and covenants that
    it will add the verbiage below to its website privacy policy by
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    the earlier of (a) the date on which the Final Deliverables are
    delivered and (b) the date IP Targeting commences:
    “Interest Based Advertising and IP Targeting: We may
    work with data providers to serve advertising to you
    through display media or other methods. These providers
    may use personal information that we have collected or
    that you have provided to locate you online, such as when
    you visit or log in to websites or mobile applications. This
    information may be linked to online identifiers or IP
    addresses assigned to you, and to demographic or
    interest-based data, in order to target you with relevant
    advertising, including about our products or services. To
    learn more about or opt out of this and other interestbased
    advertising, please visit the industry opt-out pages
    operated by the DAA, at and by
    the NAI at”
    11.4 By QUINCY MEDIA, INC.
    (a) QUINCY MEDIA, INC. hereby represents, warrants,
    and covenants to Client that QUINCY MEDIA, INC. will
    provide the Services identified in the Agreement in a
    professional and workmanlike manner and in accordance
    with all reasonable professional standards for such
    (b) QUINCY MEDIA, INC. further represents, warrants,
    and covenants to Client that (i) except for Third Party
    Materials, Designer Tools, and Client Content, the Final
    Deliverables shall be the original work of QUINCY
    MEDIA, INC. and/or its independent contractors, (ii) in the
    event that the Final Deliverables include the work of
    independent contractors commissioned for the Project by
    secure agreements from such contractors granting all
    necessary rights, title, and interest in and to the Final
    Deliverables sufficient for QUINCY MEDIA, INC. to grant
    the intellectual property rights provided in the Agreement,
    and (iii) to the best of QUINCY MEDIA, INC.’s knowledge,
    the Final Art provided by QUINCY MEDIA, INC. and
    QUINCY MEDIA, INC.’s subcontractors does not infringe
    the rights of any third parties. In the event Client or third
    parties modify or otherwise use the Deliverables outside
    the scope or for any purpose not identified in the Proposal
    or the Agreement or contrary to the terms and conditions
    noted herein, all representations and warranties of
    QUINCY MEDIA, INC. shall be void.
  12. Indemnification/Liability
    12.1 By Client. Client agrees to indemnify, save, and hold
    harmless QUINCY MEDIA, INC. from any and all damages,
    liabilities, costs, losses, or expenses arising out of any claim,
    demand, or action by a third party arising out of any breach of
    Client’s responsibilities or obligations, representations, or
    warranties under the Agreement. Under such circumstances
    QUINCY MEDIA, INC. shall promptly notify Client in writing of
    any claim or suit; (a) Client has sole control of the defense and
    all related settlement negotiations; and (b) QUINCY MEDIA,
    INC. provides Client with commercially reasonable assistance,
    information, and authority necessary to perform Client’s
    obligations under this section. Client will reimburse the
    reasonable out-of-pocket expenses incurred by QUINCY
    MEDIA, INC. in providing such assistance.
    12.2 By QUINCY MEDIA, INC.. Subject to the terms,
    conditions, express representations, and warranties provided
    in the Agreement, QUINCY MEDIA, INC. agrees to indemnify,
    save, and hold harmless Client from any and all damages,
    liabilities, costs, losses, or expenses arising out of any finding
    of which is inconsistent with QUINCY MEDIA, INC.’s
    representations and warranties made herein, except in the
    event any such claims, damages, liabilities, costs, losses, or
    expenses arise directly as a result of gross negligence or
    misconduct of Client provided that (a) Client promptly notifies
    QUINCY MEDIA, INC. in writing of the claim; (b) QUINCY
    MEDIA, INC. shall have sole control of the defense and all
    related settlement negotiations; and (c) Client shall provide
    QUINCY MEDIA, INC. with the assistance, information, and
    authority necessary to perform QUINCY MEDIA, INC.’s
    obligations under this section. Notwithstanding the foregoing,
    QUINCY MEDIA, INC. shall have no obligation to defend or
    otherwise indemnify Client for any claim or adverse finding of
    fact arising out of due to Client Content, any unauthorized
    content, improper or illegal use, or the failure to update or
    maintain any Deliverables provided by QUINCY MEDIA, INC..
    12.3 Laws Affecting Electronic Commerce. From time to time
    governments and agencies enact laws and levy taxes and
    tariffs affecting Internet electronic commerce, including but not
    limited to the Telephone Consumer Protection Act (and
    applicable regulations, guidelines and policies of relevant
    regulators and agencies) and the CAN-SPAM law (and
    applicable regulations, guidelines and policies of relevant
    regulators and agencies). Client agrees that Client is solely
    responsible for complying with such laws, taxes and tariffs,
    and will hold harmless, protect, and defend QUINCY MEDIA,
    INC., its directors, officers, employees, agents, and affiliates,
    including but not limited to the entities that have provided any
    Designer Tools and Third-Party Materials used in connection
    with the Project, from any claim, suit, penalty, tax, or tariff
    arising from Client's exercise of Internet electronic commerce.
    12.4 Limitation of Liability. THE SERVICES AND THE WORK
    Page 6
  13. Miscellaneous
    13.1 Modification/Waiver. The Agreement may be modified by
    the parties. Any modification of the Agreement must be in
    writing, except that QUINCY MEDIA, INC.’s invoices may
    include, and Client shall pay, expenses or costs that Client
    authorizes by electronic mail in cases of time sensitivity.
    Failure by either party to enforce any right or seek to remedy
    any breach under the Agreement shall not be construed as a
    waiver of such rights nor shall a waiver by either party of
    default in one or more instances be construed as constituting
    a continuing waiver or as a waiver of any other breach.
    13.2 Notices. All notices to be given hereunder shall be
    transmitted in writing either by facsimile or electronic mail with
    return confirmation of receipt or by certified or registered mail,
    return receipt requested, and shall be sent to the addresses
    identified in the Agreement, unless notification of change of
    address is given in writing. Notice shall be effective upon
    receipt or if fax or email, upon confirmation of receipt.
    13.3 No Assignment. Neither party may assign, whether in
    writing or orally, or encumber its rights or obligations under the
    Agreement or permit the same to be transferred, assigned, or
    encumbered by operation of law or otherwise, without the prior
    written consent of the other party.
    13.4 Force Majeure. QUINCY MEDIA, INC. shall not be
    deemed in breach of the Agreement if QUINCY MEDIA, INC.
    is unable to complete the Services or any portion thereof by
    reason of fire, earthquake, labor dispute, act of God or public
    enemy, death, illness or incapacity of the QUINCY MEDIA,
    INC. employee or agent responsible for the Project, or any
    local, state, federal, national, or international law,
    governmental order or regulation, or any other event beyond
    QUINCY MEDIA, INC.’s control (collectively, “Force Majeure
    Event”). Upon occurrence of any Force Majeure Event,
    QUINCY MEDIA, INC. will give notice to Client of its delay or
    inability to complete or perform the Services and will propose
    revisions to the Services schedule.
    13.5 Governing Law and Dispute Resolution. The formation,
    construction, performance, and enforcement of the Agreement
    shall be in accordance with the laws of the United States and
    the state of Illinois without regard to its conflict of law
    provisions or the conflict of law provisions of any other
    jurisdiction. In the event of a dispute arising out of the
    Agreement, the parties agree to attempt to resolve any dispute
    by negotiation between the parties. If they are unable to
    resolve the dispute, either party may commence litigation, in
    which case the parties specifically consent to the local, state,
    or federal courts located in Adams County, Illinois. The
    prevailing party in any dispute resolved by litigation shall be
    entitled to recover its attorneys’ fees and costs. The parties
    hereby waive any jurisdictional or venue defenses available to
    them and consent to service of process by mail. Client
    acknowledges that QUINCY MEDIA, INC. will have no
    adequate remedy at law in the event Client uses Deliverables
    in any way not permitted hereunder and agrees that QUINCY
    MEDIA, INC. shall be entitled to equitable relief by way of
    temporary and permanent injunction, and such other and
    further relief at law or equity as any court of competent
    jurisdiction may deem just and proper, in addition to any and
    all other remedies provided for herein.
    13.6 Severability. Whenever possible, each provision of the
    Agreement shall be interpreted in such manner as to be
    effective and valid under applicable law, but if any provision of
    the Agreement is held invalid or unenforceable, the remainder
    of the Agreement shall nevertheless remain in full force and
    effect and the invalid or unenforceable provision shall be
    replaced by a valid or enforceable provision.
    13.7 Headings. The numbering and captions of the various
    sections are solely for convenience and reference only and
    shall not affect the scope, meaning, intent, or interpretation of
    the provisions of the Agreement nor shall such headings be
    given any legal effect.
    13.8 Integration. The Agreement comprises the entire
    understanding of the parties hereto on the subject matter
    herein contained, and supersedes and merges all prior and
    contemporaneous agreements, understandings, and
    discussions between the parties relating to the subject matter
    of the Agreement. In the event of conflict between the rights
    and obligations set forth in the provisions of these Terms and
    Conditions and any other Agreement documents, the terms of
    the other Agreement documents shall control.
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