These Terms and Conditions were last updated on February 28, 2017.
When we use the terms “we”, “agency”, “company”, or “us”, we are referring to Mikkomi. When we use the terms “you”, “client”, or “customer” we are referring to the Client, meaning the person or company receiving services from Mikkomi, or the other party on a written agreement.
These are general terms and conditions that cover all digital presence plans and other projects performed by Mikkomi. Unless an addendum is specifically written, attached to a proposal or letter of agreement, and signed as agreed to by an authorized agent of Mikkomi, it is not valid. Please refer to this document to determine the applicable terms and conditions.
Terms and conditions on this page may not apply to your agreement; please refer to your letter of agreement or compare the services you are signed up for with the applicable clauses here.
These terms apply during any active plan for the Client, as well as during any project worked on for the Client. The applicable start date of this agreement is when the plan first starts, or when the first service was requested, or when the first agreement or proposal accepted, depends and this agreement ends upon severance by one of the parties, or upon cancellation or postponement of a project or plan. Many terms will survive this agreement’s severance, and will continue with an ongoing responsibility to uphold these terms.
The parties to this agreement are Mikkomi and the Client, defined as the person or entity receiving services. Making payment on an invoice, signing a proposal or letter of agreement (by electronic or physical means), or filling out the form online stating acceptance to these terms and conditions signifies full and complete acceptance and agreement of these terms and conditions. Parties will act reasonably and in good faith.
The Client certifies that he or she is authorized to act on behalf of the company he or she is representing, or authorized to act on behalf of the person he or she is representing.
The Client, acting in capacity for himself or herself, and as an agent for the company he or she is representing, certifies and attests that he or she understands and agrees to all terms and conditions set forth here, through signing an agreement, agreeing electronically, or making a payment.
The Client will receive, for consideration, the services detailed in the plan package included with the letter of agreement (if applicable), or services outlined or requested via email, as well as any or all of the following, and other services possibly not listed here (further detailed on the specific letter of agreement, email requesting service, proposal, or brief):
- software implemented on behalf of the company
- social media management
- blogging planning
- social media page creation
- creative work
- design work
- marketing ideas
- marketing strategies
- website design
- website development
- graphic design
- printed materials
- animated video
Mikkomi will receive, for consideration, monetary fees for services rendered, software implemented on behalf of Client, and/or products delivered.
Agreement to be Billed
Mikkomi offers pre-determined plans that include specific products and services on a monthly basis. Initiating one of these plans involves a degree of set up and planning, as well as ongoing planning and work completed on behalf of the Client. In addition, Mikkomi offers other services and products for fees (some fees are set, while some are not set). When any work is requested, whether it is implementing software, writing, posting, design, coding, brainstorming, discussions (in person and on telephone), writing, research, preliminary, planning, meetings, or any other time invested in the Client’s company that is not purely administrative in nature, or not part of an existing monthly plan, can and will be billed at the current hourly rate, or at a previously agreed upon hourly rate or flat rate. The Client is responsible to pay these fees as they come due. When no estimate or price was prepared before work begins, all services will be billed at the current hourly rate, in fifteen minute increments, rounded up. The minimum billable time on a per-day basis is one half hour, for an active client (currently sending out 1 bill per month or more). Inactive clients have a minimum billable time on a per-day basis of one full hour. Short conversations in person or on the phone may be complimentary, however, at the sole discretion of Mikkomi, the Client may be billed for these calls. If there is a price agreement before work begins, that agreement will be a minimum estimated price of that project. Any approval of pricing and terms, including verbal approval, approval through invoicing or accounting systems, and approval via email, shall be valid and legally binding.
Client or Agency may sever this agreement at any time, upon 30 days written notice to the other party, PROVIDED THAT ALL TIME COMMITMENTS AND CONTRACT TERMS HAVE BEEN FULFILLED. SPECIFICALLY, SOME AGREEMENTS INCLUDE A COMMITMENT FOR A LENGTH OF TIME, COMMONLY ONE YEAR – THIS AGREEMENT MAY NOT BE SEVERED UNTIL THE FULL LENGTH OF THE TERM OF THE CONTRACT. SEVERING THIS AGREEMENT WITH 30 DAYS NOTICE WILL ALSO REQUIRE ONE LAST MONTHLY PAYMENT, IN THE LAST 30 DAYS, APPLICABLE TO MONTHLY PLANS (TO HELP DISENGAGE ALL SYSTEMS, HAND OFF FILES, AND TO COMPENSATE FOR PLANNING, PREPARATION AND WORK WHICH MAY BE COMPLETED MONTHS IN ADVANCE). FOR TERM PLANS, FOR INSTANCE FOR ONE YEAR, 60 DAYS WRITTEN NOTICE IS REQUIRED, INCLUDING 2 LAST MONTHLY PAYMENTS, TO COMPENSATE FOR THE LONG TERM PLANNING DONE FOR LONG TERM ACCOUNTS. Severing this agreement means no future plans, projects or work will be governed by these terms and conditions. Under no circumstances or conditions does ending this agreement change the validity and applicability of the terms discussed herein from any project or work that was started or completed during the applicable dates of this agreement. If the Client severs this agreement in the midst of an ongoing project, cancellation or postponement fees may become due, or, by request, work on that project can continue until the project is completed under all terms and conditions detailed herein, at which point the relationship will be severed. If Mikkomi severs this agreement during a project, the Agency may either end the project immediately, returning any unused portion of payments, or the Agency may see the project through to completion and sever the working relationship after said project. Severing this agreement causes the relationship to end with no further requirements; HOWEVER, in no way does severing this agreement end the applicability of the ongoing responsibilities, terms and duties discussed herein.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, in any jurisdiction, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
Jurisdiction will be ONLY the State of Ohio in the United States of America, in Cuyahoga County. Where documents conflict as to the jurisdiction, Ohio shall prevail.
All disputes MUST be submitted to an arbitrator, according to the rules of the American Arbitration Association; unless a mutually acceptable arbitrator, such as a religious leader, is able to be quickly agreed upon and seen within 4 weeks of the initial dispute. The arbitrator’s decision will be valid, final and legally binding, upheld in any court of law. Failure to appear for the arbitration or causing an undue delay to attend arbitration (greater than 60 days) constitutes a default judgement against the party neglecting to show or schedule, unless it is due to some reasonable and unavoidable circumstance. An attorney may appear at an arbitration in proxy for either party, and video conferencing is acceptable and considered attendance, as long as it is within the boundaries of the rules of the American Arbitration Association and agreeable to the arbitrator. If the decision is decided in favor of Mikkomi, Client agrees to be liable for all arbitration fees, court costs, and attorney’s fees.
Waiver of Right to Class Action Litigation
CLIENT WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION LITIGATION WITH RESPECT TO THE PRODUCTS AND SERVICES OFFERED, WHETHER BROUGHT AGAINST MIKKOMI OR ANY THIRD PART PROVIDERS GENERALLY.
Parties to this agreement agree to reasonable confidentiality with regard to all aspects of the project and/or information learned about the other company that is reasonably expected to be kept confidential. This does not apply to parts of the project that are designated to become public knowledge, HOWEVER a best effort will be maintained to keep these items confidential until such time as they are ready to be revealed to the public. Confidential information will be shared with employees, freelancers, consultants, advisers, legal counsel, accountants, and others, as the Agency may see fit to accomplish the project, receive payment, or to perform any actions in the Agency’s best business interests.
Right of Refusal
Mikkomi reserves the right to refuse service for any projects that it deems obscene or offensive, including but not limited to pornographic materials. This right of refusal includes websites dealing with subject matter deemed controversial or incendiary. This refusal is solely up to the discretion of Mikkomi. Client expressly waives all rights to dispute a refusal by Mikkomi, no matter the reason.
During Jewish holidays, including intermediary days, some or all staff will be completely unavailable. Items can be scheduled in over the holidays, for instance blog posts, however, it is likely that little or no work will continue until after these holidays. You can see the dates of this year’s Jewish holidays here: Jewish Holidays. The applicable holidays are: Rosh Hashana, Yom Kippur, Sukkot (including Shmini Atzeret and Simchat Torah), Purim, Pesach/Passover, Shavuot, and Tish’a B’Av.
In order to best serve the Client, Mikkomi makes substantial investments of money and time to recruit, train and retain technical, writing, editorial and creative staff. The Client acknowledges that hiring any of Mikkomi’s staff, whether for small side projects or as an employee, would cause Mikkomi to suffer losses and incur expenses in connection with the recruitment and training of replacement employees and/or freelancers. These losses and expenses are not possible to quantify. The Client accordingly agrees that in the event it offers employment or side projects to any employee or freelancer of Mikkomi, while this person is offering services to Mikkomi or within 180 days of termination of offering services, a sum equal to 800 hours at the current hourly rate will be paid to Mikkomi, unless a different agreement is reached, in writing, signed and notarized by an agent for each Mikkomi and the Client. This payment is not due as a penalty but as liquidated damages. The Client agrees that such payment is fair and reasonable under such circumstances. This payment obligation shall survive the termination or cancellation of this agreement. Mikkomi agrees to not hire, recruit or assist in placing any employee of the Client during the term of this agreement and for 180 days following the termination, cancellation or completion of this agreement, unless specific permission in writing is given.
LIMITATION OF LIABILITY
CLIENT LIMITS LIABILITY OF MIKKOMI, ANY SUBSIDIARY, THIRD PARTY PROVIDER, PARENT COMPANY, OR AGENT THEREOF TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. CLIENT SHALL NOT HOLD MIKKOMI OR ANY SUBSIDIARY, THIRD PARTY PROVIDER, PARENT COMPANY, OR AGENT THEREOF LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM FAILURE TO PERFORM ANY ASPECT OF THE PROJECT IN A TIMELY MANNER, WHETHER DUE TO NEGLIGENT ACTS OR OMISSIONS OF AGENCY, THIRD PARTIES, OR CLIENT. FURTHERMORE, CLIENT SHALL NOT HOLD AGENCY OR ANY SUBSIDIARY, PARENT COMPANY OR AGENT THEREOF LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM ANY ASPECT OF THIS PROJECT WHATSOEVER, WHETHER REASONABLY FORESEEABLE OR NOT, INCLUDING CIRCUMSTANCES BEYOND THE CONTROL OF THE AGENCY. IN NO EVENT SHALL LIABILITY OF AGENCY EXCEED THE SUM OF FEES RECEIVED FROM THE PROJECT AT ISSUE.
DISCLAIMER OF WARRANTY
THERE IS NO WAY TO PROPERLY DETERMINE WHAT EFFECT ANY ACTION ONLINE WILL HAVE FOR A PARTICULAR BUSINESS, AS THERE ARE TOO MANY VARIABLES IN PLACE. WHILE MIKKOMI DOES GUARANTEE TO PERFORM ALL DUTIES SPECIFIED IN THE PLAN AND/OR AGREEMENT, MIKKOMI SIMPLY CANNOT GUARANTEE OR WARRANTY RESULTS. MIKKOMI AND MIKKOMI’S THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.
Warranty of Originality / Consent to Use
THIS IS IMPORTANT: MANY PEOPLE ARE UNDER THE IMPRESSION THAT ITEMS OR INFORMATION FOUND ON GOOGLE, GOOGLE IMAGES, FACEBOOK, INSTAGRAM AND MORE ARE OKAY TO USE AND TO SHARE. PLEASE VERIFY THAT YOU HAVE THE RIGHTS TO POST ANY PHOTOS, IMAGES OR CONTENT BEFORE SENDING THE PHOTO, IMAGE OR CONTENT TO US, AS ULTIMATELY YOU ARE RESPONSIBLE (SEE BELOW). THE SAFEST WAY IS TO EITHER TAKE THE PHOTO YOURSELF, WITH THE PROPER RELEASES SIGNED BY ANY PEOPLE IN THE PHOTOGRAPH, OR TO REQUEST STOCK PHOTOGRAPHY (WE INCLUDE STOCK PHOTO(S) WITH EVERY POST). FOR MORE INFORMATION PLEASE SPEAK TO LEGAL COUNSEL, OR DISCUSS WITH MIKKOMI STAFF FOR NON-LEGAL GUIDANCE.
To Mikkomi’s best knowledge, all deliverables are original and unpublished, or the proper licenses and releases have been obtained, on a limited or unlimited basis. Most stock artwork or photography is limited to between 250,000 to 500,000 hard copies printed – if this becomes a potential issue, Mikkomi can help the Client locate the relevant license to determine the proper applicable terms. To the Agency’s best knowledge, deliverables do not contain any scandalous, libelous, or unlawful matter.
Client MUST be careful to ONLY provide content that does not infringe, misappropriate or violate any intellectual property or other proprietary right of any third party, and contains only true and accurate information and meets certain publishing requirements.
To the client’s best knowledge, all materials provided to Mikkomi for use in any project are originals produced by the client or have all the necessary and proper licenses and permissions. In addition, materials presented by client for inclusion are certified to not contain any scandalous, libelous, or unlawful matter. CLIENT EXPLICITLY INDEMNIFIES AND HOLDS AGENCY HARMLESS AGAINST ANY AND ALL CLAIMS, COSTS, AND EXPENSES, INCLUDING ATTORNEY’S FEES, FOR MATERIALS INCLUDED AT CLIENT’S REQUEST OR FOR MATERIALS THAT EXCEED MAXIMUM ALLOWABLE USAGE WITHOUT EXTENDING THE LICENSING PROVISIONS. CLIENT ALSO INDEMNIFIES AGAINST ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, DUE TO USES FOR WHICH NO RELEASE WAS REQUESTED IN WRITING OR FOR USES THAT EXCEED AUTHORITY GRANTED BY A RELEASE. FURTHERMORE, IF AGENCY INCURS ANY DIRECT OR INCIDENTAL EXPENSES OR FEES DUE TO INCLUSION OF MATERIALS AT CLIENT’S REQUEST, CLIENT AGREES TO REIMBURSE AGENCY.
Obtaining Legal Counsel for Legal Statements
Certain policies and/or terms and/or disclaimers and/or statements may be published on a website or in a document or in a deliverable as a matter of course during the development of a project. These statements MUST be evaluated by legal counsel to be considered valid legal statements – Mikkomi places this information there as a placeholder and informally, with the explicit understanding that the Client will have a proper legal opinion created to determine what to publish here. Client should also read through any policies or disclaimers published on their behalf to verify that these are in alignment with the Client’s business actions and goals.
Projects: Estimate Only
Prices given before work starts are minimum estimates only, and are only valid for 30 days from the date submitted. At times, the scope of the work is not fully clear before the project begins, or the specifications change in order to deliver the best final product possible when confronted with new information. As such, the price may increase from the original estimate. While this does not generally happen, in an effort to keep projects moving smoothly and progressing quickly, the estimated price may increase up to an additional 25% of the originally estimated amount without further approval on my part; however, if the final price is to be greater than the original price plus an additional 25%, I will be alerted to this and my approval will be necessary to continue working on the project. My approval, verbal or otherwise, will be valid and legally binding. If additional work is necessary or requested, or if specifications change mid-project, the total price will likely change.
Final payment MUST be complete before using any final content or designs, or before moving any websites to a different server.
Monthly plans are due on the day that the project starts, and every month thereafter, in advance, preferably by saving credit card information to enable auto-payments. Failure to make monthly payments on time will result in all work on the account stopping, and all software implementation turning off, until payments are brought up to date. Failure to bring payments up to date may result in the monthly plan going into canceled or postponed status.
Individual project payment schedules are usually agreed to along with the fixed price. Hourly or smaller projects may be billed up-front or with a deposit made before work begins, and occassionally billed entirely after the project is complete; refer to the project notes. If no terms were specified, a deposit of 50% may be invoiced, with the remainder due upon completion of the project but before delivery. Invoices are due immediately, with a ten day grace period, unless Client has requested credit and been approved by the Agency (not available until at least one year of a working relationship exists). Credit account is not eligible for monthly plans. A late fee of $50 is due and may be applied to the invoice on the 15th day after being issued. Additional late fees are assessed every 30 days thereafter. Client will be responsible for, and pay, all collection fees or legal fees necessitated by default in payment. No rights to any deliverables are transferred until the balance is paid in full, and a usable version of deliverables may not be delivered until any balance is paid in full. If the Client hosts their own website, and it was developed by Mikkomi, the Client hereby gives Mikkomi explicit permission to go onto the server and take the website offline until any balance is paid in full. Launching a website or writing or materials, or using materials produced for Client, after Mikkomi pulls it down, without consent and while still owing a balance, will incur penalty fees of an additional 70% of the total project price, due immediately. Client forfeits all rights to request a chargeback or dispute a credit card charge with my credit card company.
Mikkomi operates under a fee-for-service model. Payments made are either for services agreed upon previously and committed to purchasing or for services previously rendered. Therefore, Mikkomi does not offer refunds. Payments made can sometimes be applied to future work, usually only if project was not canceled or postponed. Please see the Mikkomi refund policy for more information.
If a rush fee was added to the original price of a project, once the project starts the rush fee is due regardless of outcome.
Cancellation or Postponement
If this agreement is canceled or postponed once the initial agreement has been signed, 30-100% of the total project cost will be due, based on the amount of work done and expenses incurred, at the sole judgement of Mikkomi. A MINIMUM OF 30% WILL BE DUE REGARDLESS OF WHETHER WORK STARTED, TO COVER THE COSTS OF CUSTOMER ACQUISITION, COMMISSION, AND OTHER BUSINESS EXPENSES. If requested, and a prepaid payment is made to the Agency for the time estimated to be spent with the consultant, Mikkomi will meet with a licensed lawyer or accountant in good standing with no board complaints and review where fees were applied and why (only if more than the minimum cancellation fee of 30% was due). Postponed is defined as more than 21 days passing without receiving necessary feedback from the Client, in such a way that it withholds Mikkomi’s ability to perform project duties, except during holidays, or during scheduled vacation time, or due to a force majeure. Clients who have requested to have their account move forward independently are not required to give feedback within 21 days, unless it is specifically requested by Mikkomi. If the project is canceled or postponed, all monies already paid are forfeit and no further work will be performed whatsoever. Licenses to use any materials are contingent upon explicit written permission from Mikkomi (to verify payments are complete and terms are followed). A new price and agreement will be necessary to continue work on the project.
The Client is liable for all expenses arising from any projects, at the current price charged by Mikkomi, including the payment of any sales tax due on expenses or on said project. Typically this price is cost + 20%, or for stock photography or artwork, the regular retail price or the regular retail price for a comparable pack of credits. A price can be quoted ahead of time, but without a price given before work begins, Mikkomi will determine which pricing structure from above to apply. In some cases an expense may be billed directly to the client, payable via credit card or check. If an advance for expenses is requested, Client will pay the advance in full before the expenses are incurred. Projects may be delayed by a delay in payment for expense advances. Expense payments follow the same terms as regular invoice payments.
Projects and Monthly Plans
Monthly plans continue indefinitely until a party follows the severance procedure above (30 days written notice unless committed for a term; once a term is fulfilled, without notice to switch to monthly pricing, 60 days written notice is required). Each month the total dues must be paid in advance for the upcoming month.
AUTO RENEW PLANS
DIGITAL PRESENCE PLANS THAT ARE INITIATED FOR A SPECIFIC TERM AUTOMATICALLY REVERT TO A MONTH-TO-MONTH PLAN AT THE SAME PRICE PAID DURING THE INITIAL AGREEMENT. MIKKOMI MAY GIVE 90 DAYS NOTICE, IN WRITING, ABOUT A CHANGE IN PRICE, IF APPLICABLE, ONCE THE INITIAL AGREEMENT IS SATISFIED. AGREEMENTS THAT SWITCH TO A MONTHLY TERM HAVE A REQUIRED 60 DAY NOTICE FOR CANCELLATION, DUE TO THE LONG-TERM PLANNING DONE FOR LONG-TERM ACCOUNTS.
Clients needing additional help for items or making project aspects take longer than they should, as well as clients needing more work completed may incur some overage charges (for almost every client, this happens rarely or never). In any given month, there is a limit on the total number of hours that can be invested into a client’s work. Consistently going over this limit may result in an increase in monthly fees or a cancellation of the account. The monthly limit of hours is defined as the total monthly fee divided by half of the current billable hourly rate (as an example, if the monthly fee is $360, and the hourly rate is $90 (example rate does not necessarily reflect current rate), then the equation is 360 / (90/2) = 8 max hours). Any hours above the time limit will be billed at half of the current billable hourly rate, for up to the time limit a second time. Any hours above this will be billed at the current billable hourly rate.
This is more applicable to one-off projects such as websites than monthly plans. Client will designate one person to act as project director or to have final say, to accept and approve materials and facilitate communication. Mikkomi is not required to accept change requests from anyone except for this client side Project Coordinator. On each proposal is a main contact person; this person is by default the client side Project Coordinator. Client may request to change the client side Project Coordinator via email or in writing, with 3 days notice. Client side Project Coordinator can request corrections and changes through either the Creative Director or the company side Project Coordinator, if applicable.
Timely Delivery of Materials
Necessary source materials must be delivered in a timely manner. For materials not delivered in a timely manner, Mikkomi reserves the right to stop all work on the project, or to delay initiation of monthly plan, until materials are received. The project may be subject to a cancellation or postponement fee if more than 3 weeks go by without communication.
The best way to send source materials is electronically (see here to submit content), in which case source materials that are no longer needed may be destroyed. Physical source materials will be either destroyed or filed with client’s files, unless specifically requested for the source materials to be returned. This may incur an expense reimbursement to ship the source materials back to the client. No source materials will be returned until final payment is received.
Mikkomi will generally contact or meet with the Client periodically, by phone, email, in person or via telecommunications, to update the Client on all tasks complete, problems encountered and any recommended changes to the project at hand. Client may reach out to Mikkomi at any time to learn more about the project and its status. For monthly plans, Mikkomi will keep a list or a client portal updated with all client activity.
Verifying Work Completed
For monthly plans, at any time (not more than 2 times per quarter) Client may ask for a quick audit of activity, to compare what is supposed to be done to what was completed. If Mikkomi has aspects of the project that were not completed (for instance, a blog post wasn’t written, or not as many Facebook posts were posted) then these activities will be completed for the client going forward, as quickly as possible and in addition to what is already owed. Failure of the client to send in client-provided content will not result in adding on activities from past months.
Testing and Proofreading
CLIENT IS RESPONSIBLE TO PROOFREAD AND/OR TEST ALL MATERIALS IF THIS IS A REQUESTED STAGE OF WORK (THERE IS A LOT OF CONTENT BEING GENERATED AND POSTED, SO CLIENTS HAVE THE OPTION OF ALLOWING MIKKOMI TO POST WITHOUT AWAITING APPROVAL). WE WILL MAKE A GOOD-FAITH EFFORT TO CHECK SPELLING AND GRAMMAR CLOSELY, BUT ULTIMATELY THE RESPONSIBILITY IS THE CLIENT’S. UPON APPROVAL FROM THE CLIENT, INCLUDING VERBAL APPROVAL, WE MAY PLACE ORDERS FOR PRINTED MATERIALS OR SUBMIT ADS FOR PRINTING OR LAUNCH A WEBSITE OR POST TO BLOGS OR POST TO SOCIAL MEDIA OR SEND OUT EMAILS; THESE PRINTED MATERIALS MAY INCLUDE TYPOGRAPHICAL ERRORS, CONTENT ERRORS, CONTACT INFORMATION ERRORS, OR GRAMMATICAL ERRORS, UNLESS CLIENT CATCHES THEM BEFORE PRINTING OR PUBLISHING. THE CLIENT WILL STILL BE RESPONSIBLE TO BOTH PAY FOR THE ARTWORK AND CONCEPTS, AS WELL AS ALL PRINTING/ADVERTISING COSTS ASSOCIATED WITH THE ERROR, AS WELL AS ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. ON MANY ONLINE PLACES CONTENT ERRORS CAN BE FIXED, ALTHOUGH OCCASSIONALLY IT IS IMPOSSIBLE, SUCH AS WITH A SENT EMAIL.
Correction requests for any errors will be made in a timely manner. If more than 10 business days lapse without receiving correction requests, the project will be considered complete for all intents and purposes. Most errors will be fixed free of charge, however, at times, error corrections after the project is considered complete or if the error is the fault of the Client will be billed.
Scope of Work
If the Client changes the scope of the work, by either requesting additional work, or by changing specifications, or by making changes to logos or wording after the project has started or after approval was received, or requesting additional sizes not specified at the beginning of the project, or by any change that deviates in the slightest from the initial project details, the Client may incur additional charges. Slight changes in wording during the course of the project are normal and within the scope of work. These additional charges may not always be detailed during the project to keep things moving smoothly, and may only come up at the end of the project.
Mikkomi retains the ownership rights to all original art, writing, film, animation, video, drawing, icon, code and design work created or compiled for the Client (an additional license can be purchased for Mikkomi to relinquish these rights). Furthermore, the Client waives his/her right to challenge the validity of Mikkomi’s ownership of the media subject to this agreement because of any change or evolution of the law. The Client receives a semi-exclusive, limited license to all work product produced under this agreement, except for copywriting/blogging/social media/content work written up for the Client, in which case the license is an unlimited, semi-exclusive license, to do with the final copywriting what they will to produce the best digital presence, SEO (Search Engine Optimization) and/or marketing results. This license in totality is dependent on the existing licenses for any and all stock artwork or photography used in the project. When it is easily foreseeable, Mikkomi will make the Client aware of potential issues and deal with potential licensing issues by purchasing additional rights on behalf of the Client. A semi-exclusive license here means that Mikkomi retains ownership and reserves the right to re-use portions of the writing or design in other relevant projects, so long as the other project is in an unrelated industry or is geographically separate (generally greater than 50 miles apart), unless a nationwide license has been purchased. A limited license here means both that the artwork may only be used for the medium it was designed (i.e. artwork in a brochure can not be used as artwork for an advertisement without an additional license fee) and that there is a limitation of reproducing any physical piece; the Client must not reproduce the finished piece more than 500,000 times. At the point that the client wishes to reproduce the finished deliverable in excess of 500,000 times, a new expanded license must be obtained. Transfer of ANY license is contingent upon payment in full. Websites and art and design for websites are restricted to the internet, and the artwork or design may only be displayed on one domain name at a time, not including social media websites. Forwarding domain names is allowed.
License Granted to Mikkomi
Client expressly grants to Mikkomi and Mikkomi’s third party providers a grant of license to use and distribute the Client Content (as defined below) in connection with the provision of products and services to Client and to other customers, and to grant Mikkomi and any third party providers the right to grant to its publisher partners nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights with respect to the Client Content, including, but not limited to, rights to publish and syndicate such Client Content. “Client Content” means any and all business listings and other content that is provided by or on behalf of the Client in connection with its use of the services.
For a better outward appearance of the client, copyright notices included on the final deliverable, if applicable, and copyright notices placed on websites, will all be placed in the name of the Client’s company. This does not affect the actual ownership of the materials pursuant to all stipulations herein.
Copyright and/or Trademark Infringement
It is the Client’s right and obligation to bring suit against another company or person for copying design work completed for the Client. If the Client chooses to bring suit, it is the Client’s complete and sole responsibility. Transference of this right to the Client is not a relinquishment of Mikkomi’s right. In order to register design pieces with the United States Copyright Office, the Client can pay Mikkomi a set per-copyright fee of 3 billable hours to cover the costs incurred to register such pieces. If the Client will be registering the final files, the Client understands that it is best to do so within 90 days of creation and that Mikkomi must be named as the creator and copyright holder. If the Client wishes to apply for a trademark, which the Client will own pursuant to licenses and restrictions already stated, the Client shall be fully responsible, financially, legally and otherwise, for the entire trademark application process.
All rights not expressly granted to the Client are retained by Mikkomi, including any electronic rights to usage and including, but not limited to, all rights in sketches, comps, or other preliminary materials. Any use in addition to the use expressly granted requires arrangement for payment of a separate fee.
Any electronic alteration of original art or design (including but not limited to color shift, mirroring, flopping, combination cut and past, deletion, etc.) and/or creating additional art either at different sizes or different dimensions, or based on or conceptualized from the original artwork, is prohibited without the express permission of Mikkomi. Mikkomi shall be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Third Party Licenses
Some elements of the design, writing, code, photography, artwork, clips, sound, or other media may be licensed by Mikkomi from other companies or persons, in which case I receive a license to these elements, subject to the permissions in the license owed by Mikkomi. Mikkomi retains ownership of the artwork, design, code, writing and other media, or ownership to the license granted by a third party.
Byline and Portfolio
Mikkomi reserves the right to display a byline or credit line in the footer of any website produced for a client. An additional 50% of the total fee for the deliverable will be due for failure to include the byline or for future deletion, if Mikkomi chose to include this line. In any artwork pieces, an artist’s signature will be included at the artist’s discretion. For photographic pieces, a credit line for the photographer will be included when required by license, if it is pointed out to Mikkomi. Samples and photos of materials produced may be displayed in a portfolio, online or otherwise, for Mikkomi. The Client may request, for an additional 100% of the total project fee, to remove all items from any portfolio and to remove all bylines.
Delivery of Files
Final files for projects will be delivered electronically, over the internet, to the client or to a Mikkomi server. Final files are not installed onto a different server without payment for moving a website.
If Mikkomi is overseeing any printing, specifications will be discussed and detailed. If the Client is overseeing the printing, the project specifications must be detailed and outlined before the project begins, including bleeds, margins, folding or binding requirements, colors, etc. Failure to determine printing specifications before design phase may result in additional fees for extra communication with printer, publisher, or for additional conceptualization, or for recalibrating or adjusting the design and/or artwork for the final specifications.
File Warranty and Storage
Mikkomi will put forth an effort to retain writing, site, design and other files for at least one year after the completion of each project. Furthermore, Mikkomi agrees to restore the original version of a website to the Internet during the warranty period of one year after completion of the website at no cost to the Client. Such assistance shall include uploading the site (as the site was at time of completion, or to the latest backup available) to a server already set up with Mikkomi (new servers will require a fee to setup the server). Any assistance in excess of this will be billed hourly. Reparation of changes or modifications done by other parties will be billable hourly. However, if unavoidable circumstances cause Mikkomi to lose the design files, the Agency will not be held liable for the files.
Yext and Yext PowerListings
Client must provide only content to be published on Yext that Client owns or otherwise has all rights and permissions necessary to grant all relevant rights to Yext and its Publisher partners with respect to such Client Content. Yext is the source of record for Client’s business listing information. Client acknowledges and agrees that certain products may involve distribution of Client Content and/or other interactions with third parties(the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). All Client Content shall be subject to the Publisher’s character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies. Mikkomi and Yext do not guarantee that Client Content will be displayed on any Publisher Site. The appearance and/or location of any Client Content may change at any time. YEXT AND MIKKOMI SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN THIS PARAGRAPH.
Reviews Monitoring and Acquisition
Social Media Management
Social media management includes a specified number of posts by Mikkomi as well as a number of client-provided posts. The limit on client-provided content is UP TO, meaning failure to send in all of the posts does not roll the extras over to the next month. Mikkomi would prefer to make a good faith effort to show all items to Client before posting, but in the fast world of social media, this ends up being next to impossible to constantly be going back and forth before posting anything. This being the case, Mikkomi posts on your behalf, except when the question delves too deep into what we don’t know, in which case we will alert you to the need to respond or comment. Checking up on your account happens at the specified interval based on the plan you are on, plus when we are posting content for you or posting Mikkomi content to your page. The social media accounts Mikkomi works on are specified in the letter of agreement or in your account portal. Generally all social media accounts beyond Facebook and Twitter require an additional management and setup fee. Posting content from blog to social media accounts is part of social media management.
On a monthly basis, the first of every 2 blog posts is a Quick post (meaning up to 200 words and up to 1 stock photo) and the second of every 2 blog posts is a regular article, with up to 350-600 words and up to 1-2 stock photos. This means that if there is only one post per month, it is a Quick post. Client-provided blog posts are REACTIVE only. This means that we only publish client provided posts if the Client sends it to us. Also, these are counted as UP TO, meaning missing posts in one month does NOT increase the posts in the next month or thereafter.
Mikkomi works with the Client to develop a landing page and a giveaway, with no guarantee that the landing page will be effective in gaining new leads. A different level landing page and giveaway are included depending on the level of the monthly plan and the 1st month’s fee – refer to your letter of agreement. Mikkomi also helps tweak your website (or makes suggestions for website tweaks if there is no website access) to create additional forms that can help create more immediate leads, such as Free Estimate forms.
Email marketing will not begin, on any plan, until there are at least 50 email subscribers. Once there are enough subscribers, Mikkomi will consult with the Client to develop sales and promos to use for email marketing (depending on plan, if desired, and if the Client is responsive). If the Client is not communicative with sales and promotions, either less than the total amount of emails will go out or no emails will go out; in either case there is no makeup for emails if the emails are missed due to missing the sales or promotional consultation. There is no guarantee that email marketing will be effective for you or for your list or for your promotions, though Mikkomi will work with you to tweak settings in the interest of building better response rates.
Search Engine Optimization (SEO)
The Search Engine Optimization (SEO) services offered by Mikkomi work in conjunction with all of the other services Mikkomi is doing on behalf of the client. There is no comparison between Mikkomi’s SEO services, at the current price, to doing a full blown SEO project costing tens of thousands of dollars. Mikkomi makes every best effort to produce the best possible results when performing Search Engine Optimization services. HOWEVER, there are NEVER any guarantees that any activities will result in better search engine performance. Mikkomi performs specific, quantifiable services in the overall effort of creating a more substantial search engine presence. These activities are listed in the letter of agreement or on the plan package, and take time to produce results (sometimes years) and also may simply not be enough, for instance if there is too much competition. See above, the disclaimer of all warranties, express and implied. AGAIN: THERE CAN NEVER BE ANY GUARANTEES THAT SEO WILL PRODUCE THE DESIRED RESULTS.
Press releases are released using an online press release newswire, with advanced distribution to lists including national news outlets and the Associated Press. While your press release will get out in front of all of these journalists, as well as any included lists in your plan, there is no way to guarantee who will and who won’t pick up your press release. Mikkomi and the Client work together to produce a press release that will gather the best distribution, but there is no way to foresee the results.
Mikkomi submits your website to certain directories as a part of the package. Some directories are paid, some are free. In all cases, Mikkomi submits your website with all the correct data, correcting any issues if any arise. IT IS IMPORTANT TO NOTE THAT THIS SERVICE IS FOR SUBMISSION ONLY, WITH NO GUARANTEE THAT THE WEBSITE WILL BE INCLUDED IN THE DIRECTORY.
Website Design and Development
A large part of the website design and development services offered by Mikkomi is laying out the pages of the website. When there are more words and content to lay out, it takes more time. Laying out any pages in excess of 500 words per page will result in additional layout charges of 1.5 hours at the current billable hourly rate, per additional 500 words. IMPORTANT: Restaurant menus are complex to lay out. Generally more than 15 items displayed per page would incur extra fees. Please send details about your restaurant menu for an accurate estimate.
Clients may request to receive a one-page website, where all sections are displayed on one page but it appears to be multiple pages. Each section will be considered one page, for the purpose of estimating and for the purpose of this agreement.
Delivered website and claims made on website are the publisher’s responsibility and liability – Mikkomi is not responsible nor liable for any claims or offers available on websites created by Mikkomi. This responsibility and liability is the company or individual that ordered the website.
Revision Rounds for Websites
To save time, websites will launch after 5-7 days of being ready, unless requested otherwise. Every website includes 2 revision rounds. After the initial website is ready, the Client has 14 days to submit a list of corrections and revisions to make, separated by page. Mikkomi will apply these revisions and inform the client. Client then has 14 days to submit a list of further corrections and revisions. Client may request to launch the website before revisions are complete, and Mikkomi will still handle revision requests. Additional rounds of revisions, or revisions submitted past the 14 day deadline, are billable hourly at the current hourly rate.
Copywriting and Editing
Copywriting services as a part of a website include up to 350 words per page and are not cumulative; i.e. if one page uses 250 words it DOES NOT free up 100 words for another page. Additional bundles of 350 words on a per-page basis will be charged for 1.5 hours per each page at the current billable hourly rate. Copywriting services are also very explicitly a light version of copywriting – for extremely close and careful attention to every finer detail, retain the services of a copywriter.
Clarifying Company Statements
When Mikkomi is producing copywriting for the Client, THE BURDEN OF CLARIFYING STATEMENTS, VERIFYING THAT ALL STATEMENTS ARE CORRECT AND WITHIN THE LEGAL BOUNDARIES OF WHAT YOU CAN SAY, REVIEWING CONTENT TO VERIFY THAT IT IS TRUTHFUL AND ETHICAL TO PRINT/PUBLISH, AND ALL OTHER RELATED ACTIVITIES ARE EXPLICITLY THE CLIENT’S. IN NO WAY WILL THE AGENCY BE LIABLE FOR MISTAKES DUE TO CLIENT’S OVERSIGHT. COPYEDITING SERVICES AND COPYWRITING SERVICES ARE NOT MEANT IN ANY WAY TO IMPLY THAT THE SERVICES WILL ACTUALLY SELL ANY PRODUCT OR SERVICE; EVERY MARKET IS VOLATILE WITH MULTIPLE CONDITIONS AFFECTING IT AT ANY TIME.
Marketing advice, solutions, plans and consulting are all presented to the Client as suggestions. Ultimately, the choice of what to do and the responsibility of those choices belongs to the Client; this is in part due to the tremendous number of factors affecting any business, such as customer service, attitude, financing, etc. COMMON SENSE AND FISCAL RESPONSIBILITY ARE ALWAYS IMPORTANT ASPECTS OF ANY MARKETING PLAN. See above, in the limitation of liability, where THE AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, AND THE FITNESS FOR A PARTICULAR USE.
Stock Photography and Artwork
Each website includes up to 3 images per page. This is not cumulative, in other words, failure to put all 3 images on one page DOES NOT free up extra images for other pages. Additional images needed will be billed as specified in the section on Expenses.
Every website is secured using specialized software, however, there are never any guarantees about security. A good policy to maintain good security is to always assume the worst and always protect everywhere you can. Maintaining strong passwords and not sharing the passwords is a good first step. Mikkomi will usually fix any hacked website as part of the regular Software Maintenance Plan, restoring the last clean and available backup. FAILURE TO NOTIFY MIKKOMI ABOUT ANY ISSUES MAY CAUSE THE ABILITY TO RESTORE FROM A BACKUP TO BE LOST, AND FIXING SAID WEBSITE WILL RESULT IN BILLABLE TIME AT OUR CURRENT BILLABLE HOURLY RATE. ANY WEBSITE HACKING HAPPENING AS A RESULT OF A WEAK PASSWORD, OR VULNERABILITIES DETERMINED TO BE INTRODUCED BY THE CLIENT, WILL BE BILLED HOURLY AT OUR CURRENT BILLABLE HOURLY RATE TO FIX.
Moving a Website
As part of its services, the Agency hosts and/or maintains software for websites. Some of these plans include free hosting and some require paid plans. Regardless, if the Client wishes to change hosts, the Agency can move all files over to the new host for a fixed fee equal to 4 billable hours per website that needs to be moved, or access to all systems can be given to the Client and the Client can move the website over at no additional charge. If the domain name is registered with the Agency, this can be transferred to a registrar of the Client’s choice for a fixed fee equal to 3 billable hours. An additional per-year fee of registered years will be due, at the current per-domain-year price, if the Client has not paid for the years registered. One year or less of registration is not billable.
Software Maintenance and Hosting
Every website produced by Mikkomi is automatically on the Software Maintenance plan, which can be canceled at any time. Software Maintenance includes a free hosting account with 1GB of storage and 25GB of bandwidth, with limited resource usage. No website may reside on Mikkomi servers without an active Software Maintenance plan. Mikkomi may determine (at our discretion) to host the website elsewhere and not perform software maintenance at any point – at this point, Mikkomi will inform Client and Client will be required to initiate hosting somewhere; although if Mikkomi initiates the switch, client will not have to pay the server transfer fee. Using Mikkomi’s Software Maintenance must take place with websites on our servers, which helps to alleviate potential issues with all types of server configurations, and to enable Mikkomi to better keep the website up to date to protect against hacking attempts and other security flaws. Client shall have a choice of the level of hosting and the level of maintenance, each of which may include an additional charge. Software Maintenance includes keeping the website software and the server up to date, as well as security monitoring, failover monitoring (if dns is hosted with Mikkomi), daily backups to multiple locations (websites on other servers may only have one daily backup), spam protection and malware scans. Mikkomi puts forth a good faith effort to keep all services running at all times, however, Mikkomi cannot help if a service goes out for any amount of time. Upon learning of any issues, Mikkomi addresses issues as quickly as possible and as painlessly as possible for the client. Software maintenance does NOT include any additional pages or content development on the website.
Google Analytics, Search Console and Other Tracking
Mikkomi will input code for Google Analytics on websites we work with. Upon request, Mikkomi can assist, in some cases, with inputting other tracking codes onto your website. HOWEVER, MIKKOMI LIMITS ALL LIABILITY IF THE CODE DOESN’T WORK; THERE ARE TOO MANY VARIABLES TO WARRANTY THAT THE CODE WILL WORK. IN ADDITION, THERE IS NO RECOURSE TO GAIN LOST INFORMATION IF THE CODE WAS NOT WORKING FOR A PERIOD OF TIME. When Mikkomi is hired to monitor tracking software or Search Console, any errors will show up sooner and can be addressed immediately. For plans that include Google Analytics Basic Reports, THESE REPORTS ARE BY REQUEST ONLY.
Other Terms May Apply
Review the proposal or letter of agreement, if applicable, where the scope of work is outlined and additional terms may be detailed.
Acceptance of Terms
As stated at the beginning of this document, signing or accepting any letter of agreement, proposal, quote or email signifies acceptance and agreement of all the terms herein. In addition, making a payment on an invoice signifies acceptance and agreement of these terms as well, as stated on the invoice.