Terms and Contitions

These terms and conditions are subject to change.

1. The named Client is engaging Digiomedia, LLC d/b/a SPARKS! Marketing Communications (SPARKS!) as an independent contractor for the digital marketing services described in the attached proposal, hereinafter referred to as “Project”. Certain Project functions may be provided by third-party providers and utilize online accounts, an Internet Service Provider (ISP) account, or on a network or local computer.  The Client hereby authorizes SPARKS! and its subcontractors or agents to access any necessary accounts and authorizes any third-party service providers to provide SPARKS! with “full access” to the Client’s account as required for this Project and any support or update services that are included as part of this agreement.
2. Copyright and Trademarks. Any original content specifically requested and created by SPARKS! as “work for hire” shall be the intellectual property of the Client once final payment under this agreement has been received. Rights to templates, stock imagery, photos, graphics, source code, vector files or other design elements that are not designed under “work for hire” are not transferred to the Client and remain the property of their respective owners and may require payment for licensing. SPARKS! may include the Project as examples of our work in marketing assets unless specifically prohibited by Client. The Client unconditionally guarantees that any text, graphics, photos, designs, trademarks, or other assets furnished to SPARKS! for use in the Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and Client will hold harmless, protect and defend SPARKS!, its employees, agents, and subcontractors from any claim or suit arising from the use of such elements.
3. We value and respect the privacy of Client and any user accessing the Project. SPARKS! will not directly or indirectly use or disclose any confidential information except as authorized and required to complete the Project. SPARKS! will make every effort to employ best practices and technologies to safeguard private data of Client and users.
4. Third-Party Providers. Client agrees to accept the terms and conditions of any third-party for products or services to be utilized on this Project including, but not limited to, email, internet, server or cloud-based platforms, merchant processing, email or internet marketing, advertising and social media platforms, domain and hosting services, analytics or other platforms. Terms and Conditions are located on the website of the respective providers but may be provided upon request. Any support required to address issues by third-party services chosen by Client and not provided by SPARKS! will be billed at our hourly rate. In any event, SPARKS! shall not be responsible for the operation, performance or security of any third-party service utilized on the Project.
5. Internet Security. Client and SPARKS! agree to maintain updated internet security software (anti-virus/malware, firewall) on any owned devices used during the Project. In addition, Client understands and accepts the nature, risks and limitations of using any software or technology platforms and accepts that SPARKS! does not guarantee the performance or security of such platforms.
6. Social Media Management. If engaged for services, SPARKS! will function in a professional manner and in accordance with our Social Media Policy in developing and deploying content and managing Client’s social media accounts.  Client grants approval for SPARKS! to create such content and post on Client’s behalf on Client’s social media accounts at any time during this agreement.  Client is solely responsible for compliance with all policies, terms of service; payments or other costs; or other agreement issued by any selected social media account provider(s).
7. Due to the nature of browser designs, SPARKS! can only confirm that the site will function properly on the most current versions of common desktop browsers (IE/Edge, Firefox, Chrome, Safari), excluding betas, that are ‘officially’ released by the developers at the time of project start. Any revisions required after launch to address compatibility issues will be provided under a Site Management Plan or on an hourly basis.
8. HIPAA/PCI Compliance. The Client agrees to be solely responsible for complying with all requirements, applicable laws, taxes and tariffs, and will hold harmless, protect, and defend SPARKS!, its employees, agents, and subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s engagement in electronic commerce and/or the collection, storage, or use of private data or financial information during the project.
9. Website Maintenance. SPARKS! will provide minor adjustments to a new website – including updating graphics and minor text changes – for up to 2-hours over a 10-day period after the site has been published. It does not include making substantial changes to content, databases, forms, page reconstruction, new pages, new integrations, repairs or replacement of content not installed by SPARKS!, or other services not included in this proposal. If required, these services can be provided under a Site Management plan or separately on an hourly basis at our standard rates.
10. Completion Date. SPARKS! and the Client agree to work to complete the Project within 45 days after receipt of all Client-provided content. If the Client has not submitted content within 60 days after date of this agreement, an additional fee may be applied, and the project schedule will be subject to SPARKS! availability. If not submitted within 90 days, SPARKS! may complete the Project with any resources provided which may result in a deliverable less than the proposed original scope of work.  The entire amount of the agreement then becomes due and payable or charged to a credit card on file.
11. Project Delivery. The Project delivery shall be considered ‘completed’ upon receipt of final payment for the services described above (excluding any monthly recurring services). Delivery of web assets may be accomplished by publishing to the hosting account, electronic transfer via FTP, or physical media. The Client understands that, unless a Site Management Plan or annual hosting account is provided by SPARKS! under this agreement, Client will be responsible for costs and providing and managing those services and Client or their third-party providers will be responsible for security, performance and uptime of those services.
12. Payments must be made in US funds and are due per the terms of the invoice. Delinquent bills may be assessed a $15 charge if payment is not received by the due date. If an amount remains delinquent after 30 days an additional 2% penalty may be added monthly. SPARKS! reserves the right to restrict access to any Project deliverables until outstanding payments are made. Client agrees to pay any fees incurred by an agency or law firm if required by SPARKS! to collect a debt. Client may be required to maintain a valid credit card for the automatic payment of services required for this Project, including recurring fees.
13. Legal Notice. Client agrees to indemnify, defend and hold harmless SPARKS!, its officers, directors, employees, agents, licensors, suppliers, agents, and any third-party providers from and against all losses, expenses, damages and costs – including reasonable attorneys’ fees – resulting from any violation of this Agreement (including negligent or wrongful conduct) by Client or any third-party accessing the Project.  In no event shall SPARKS! be liable to any party for any damages, lost profits or revenue, or other incidental, consequential or special damages caused by – including but not limited to – service interruptions caused by Acts of God; failures of any service provider or telecommunications carrier; the Internet; technologies, devices or software used by Client or site visitors; bots, malware, hackers or any other circumstances beyond our control.
14. This agreement becomes effective when acknowledged (in writing or electronically) by an authorized representative of SPARKS! and the Client, or upon receipt from the Client of any deposits required to engage the work described in this proposal.  This agreement constitutes the sole agreement between SPARKS! and the Client regarding this Project.  Any additional work not specified in this contract must be authorized in writing or via email.  All prices specified in this contract will be honored for 30 days from date offered, and this agreement supersedes any prior written or oral agreements.
15. This agreement may be modified if the amendment is made and acknowledged in writing or via email by both parties.
16. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court or arbitration finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.
17. This agreement may be terminated by either party by written agreement with sixty (60) days’ notice. Any remaining section of this agreement, including but not limited to Payments, Legal Notice and Third-Party Providers, shall remain in effect as applicable. Client shall then be responsible for any costs incurred for transfer of website data, and any fees for licenses or subscriptions for domains, hosting, third-party support, plugins, themes, images, or other integrations required to maintain the site.
18. Waiver of Contractual Right. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.
19. Governing Law and Arbitration. This agreement shall be governed by and interpreted and enforced in accordance with the laws of the State if Maryland and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of laws. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Maryland at a location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. In any event, SPARKS! liability is limited to our fee or any final judgment (after appeal).
20. Any notice, direction or other communication given under this Agreement shall be in writing and sent via e-mail or regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to [email protected] or our authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for website domain names or as updated in writing. Mail shall be sent to SPARKS!, PO Box 557, Hunt Valley, MD 21030 and to you at the mailing address provided in this agreement or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. EST and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.