K Marketing CO. LLC Terms and Conditions

The Client has engaged KMC for design and/or marketing work. The Client and KMC understand and agree the following terms and conditions shall govern the relationship between the parties and shall apply to all products and services used to develop the Client Work. 

Service Groups: All projects handled by KMC will fall into one of the following service groups, as outlined in the project proposal. Any additional work beyond the agreed-upon scope of the service group will be billed separately at KMC’s current billable hourly rate.Open Billable Hour Ticket

This service group is for projects that don’t fit into a singular project, such as, but not limited to, social media design, website edits or redesigns, video editing, and more, as requested by the client. Unused time does not expire and stays available in the Client’s account.

Singular Project

This service group is for projects with a defined set of deliverables, such as logo design, singular design-print projects, etc. Each singular project is priced based on its complexity, and a detailed proposal will outline the project’s specifics, timeline, and cost.

Website Design ProjectThis service group is for end-to-end website design, as outlined on the proposal. KMC's website design process is structured in three phases: pre-site construction, site design, and site review and launch.

Additional features, pages, design changes, or copy revision after the pre-site construction phase can be added at KMC’s current billable hourly rate.

Marketing Management Plan

This service group allows KMC to partner with the client with any design and marketing services that KMC offers, including, but not limited to, SEO, social media management, email marketing, content creation, website design and management, logo creation, video production, and more.

Project Cost. The Client agrees to pay KMC the total amount specified as Project Costs in the Project Proposal, on time, for the duration of the project. The pricing outlined in the Project Proposal is valid for the duration of the agreed term. KMC reserves the right to adjust the terms and pricing at the end of the proposal period. Failure to provide timely payments will result in applicable fees, penalties, service suspension, or other consequences as outlined. KMC projects are grouped into the following categories, as outlined on the Project Proposal and Project Invoice.

Billable Hours: Available at $115 per hour, with a minimum purchase of 5-hour bundles. Pre-payment is required before work begins. Hours do not expire and additional hours can be added in 5-hour bundles at KMC's current billable hourly rate.

Singular Project: Project-based pricing tailored to the specific scope and requirements. Project scope is provided on the project proposal. Pre-payment, in full, is required to initiate the project. Rates are locked in once the project begins, and any additional work requested beyond the agreed-upon scope will be billed separately at KMC’s current billable hourly rate.

Website Design Project: A 50% deposit is required to begin the project. A 40% progress payment is due before starting the site design phase. The final 10% payment will be due upon the submission of the client’s punch list, prior to site launch. Any additional work beyond the agreed scope will be billed separately at KMC’s current billable hourly rate.For any late payments, the following delays and fees will apply:

Project will be paused until overdue payment is paid. Payments not received within seven (7) days of the due date will incur a 5% late fee based on the outstanding balance.

KMC reserves the right to pursue further legal action for unpaid balances beyond sixty (60) days and will not be responsible for any delays in project timelines caused by late payments.

Marketing Management Plan: The client agrees to a Marketing Management package. The client agrees to have a credit card placed on file that will be billed upon the start of the contract; the following months will be billed on the 15th for the upcoming month’s services. Client may also choose to delay the start of the Marketing Management services after payment. Start date options for Marketing Management Plan:

Immediate Start: If the client approves the plan on January 5th, 2024, billing will commence immediately. The client will be billed for the month of January upon agreement, with an auto-payment scheduled for January 15th, 2024 for February’s work. Subsequent billing will occur on the 15th of each month for the following month's services throughout the contract period.

Delayed Start: If the client approves the plan on January 24th, 2024, billing will begin for the month of February upon agreement. The card on file will be auto-charged on February 15th, 2024, for the month of March and will continue on the 15th of each month for future services throughout the contract period.

Monthly subscriptions declined by the card on file will have ten (10) days from the date card was declined (15th of the month prior) to avoid a $25 late fee per week, in addition to services being paused, until payment is received. If payment is not received within sixty (60) days, the contract will be terminated and a two (2) month early termination fee will be applied, in addition to any late fees incurred from delinquent payment. This termination fee, as well as any late fees incurred from delinquent payment, will continue to incur a $25 weekly late fee until paid in full.

Early cancellation of plan will result in a two (2) month early cancellation fee, due at time of cancellation. Rate for service may be adjusted at the end of Client’s enrollment period, notice of the increase will be given to the client sixty (60) days prior next billing cycle.

At the end of client enrollment, automatic renewal will continue on a month-to-month bases, with a thirty (30) day cancellation notice required.

Communication. Client has designated a singular point person as the point of contact for all interactions and communications between Client and KMC (“Client Contact”) Singular point person will be assigned as the individual completing these terms, unless requested, in writing otherwise.

The Client acknowledges that if KMC receives communication from other members of the Client's company or nonprofit, KMC will seek approval from the Client's designated contact before proceeding with any requests. Time spent communicating with multiple parties for clarification will be billed to the Client. Any changes to the designated Client Contact must be made in writing by client’s singular point person.

Termination. KMC reserves the right to discontinue services and terminate this Agreement while retaining any nonrefundable deposit paid by the Client if the Client fails to meet their obligations under this Agreement. Upon termination, KMC will permanently deactivate the Client’s accounts managed by KMC and shall not be liable for any loss of data, requests for digital designs, access, or any other issues that may arise at the time of cancellation.

Project Abandonment: The Client acknowledges that if a project is inactive or delayed due to lack of communication, feedback, or necessary materials for a period exceeding 30 days, the project will be considered abandoned. In such cases, KMC reserves the right to terminate the project and retain all payments made. Reactivation of an abandoned project will require the Client to complete a new agreement and may incur additional fees at KMC’s current billable hourly rate.

Warranties, Limitation of Liability.The Client hereby represents and warrants that:

It has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations.

It agrees to conduct themselves in a professional manner, understanding that failure to do so may result in termination of this Agreement. A professional manner is defined as the absence of aggressive behavior, threats, foul language, physical gestures, or any written or oral statements, communications, conduct, or gestures directed toward any member of the KMC staff. This applies regardless of whether the individual making the threat has the ability to act on it or whether the threat is presented as current, conditional, or future.

 KMC hereby represents and warrants that:

It has all authority, licenses, permits, and consents necessary to enter into and perform its obligations under this Agreement, and will fully comply with all applicable laws and regulations.

It will deliver its services in a professional and workmanlike manner, executed by qualified personnel. If the services are not performed to this standard, and KMC receives the Client's detailed request to address the non-conformance within thirty (30) days of its occurrence, KMC will re-perform those services. Should the non-conformance remain unaddressed after this period, the Client has the right to terminate this Agreement with thirty (30) days' written notice. These remedies will serve as the Client's sole and exclusive options, replacing any other rights or remedies the Client may have against KMC concerning the non-conformance of services.

It will operate and be available on weekdays from 9am to 3pm EST, excluding holidays, the annual closure from December 23rd to January 2nd, and any unforeseen circumstances.

Intellectual Property: The Client hereby grants KMC a non-exclusive license to publish and utilize the Client's design and marketing assets, which may be sub-licensed to any contractors acting on behalf of KMC. The Client is responsible for obtaining the necessary permissions and rights to use any information or files provided to KMC that are copyrighted by a third party. Additionally, the Client must ensure that KMC has the appropriate permissions and rights for the use of such materials. The submission of Client Copy and Client Graphics will be deemed a guarantee by the Client to KMC that all necessary permissions and rights have been secured. KMC reserves the right to request evidence of these permissions and rights. The Client agrees to indemnify and hold harmless KMC from any damages, losses, or expenses arising from any actions or claims that materials provided by or on behalf of the Client infringe upon the intellectual property rights of third parties.

Copyright Disclaimer for Design Work Using Third-Party Graphics: The Client acknowledges and agrees that any design work created by KMC using graphics, images, or templates from third-party platforms, such as Canva, Wix, or similar services, does not grant the Client exclusive copyright ownership of those graphics or images. The rights to these graphics and images remain with the original copyright holders, and the Client's use of such materials is limited to the permissions granted by the respective platforms. The Client is responsible for understanding and adhering to the licensing agreements associated with any graphics or images used in their projects. KMC shall not be held liable for any copyright infringement claims arising from the Client's use of these graphics or images.

Governing Law and Dispute Resolution.  This Agreement and any disputes arising out of or relating to it (“Disputes”) will be governed by Pennsylvania laws applicable to contracts entered into and performed in Pennsylvania, excluding conflict of law principles and the United National Convention on Contracts for the International Sale of Goods. Except as provided below, all Disputes will be finally resolved by binding arbitration before one arbitrator, selected pursuant to the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrator will have the authority to determine issues of arbitration and to consider and rule on dispositive motions. The arbitrator will have the authority only to award compensatory damages within the scope of the limitations of this agreement and will not award punitive or exemplary damages.  The arbitrator will not have the authority to limit, expand, or otherwise modify the terms of the Agreement. The parties, their representatives, other participants and the arbitrator will hold the existence, content, and result of arbitration in confidence.  Nothing in this Section will be construed to preclude either party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions from any court of competent jurisdiction in order to protect its rights pending arbitration.  Actions on Disputes between the parties must be brought in accordance with this Section within two years after the cause of action arises.

Assignment: KMC reserves the right to assign this Agreement or any associated order to any of its affiliated entities or to any entity to which KMC sells, transfers, conveys, assigns, or leases all or substantially all of the assets related to its performance under this Agreement.

Subcontracting. KMC may subcontract any or all of its obligations but will retain responsibility for them. 

Non-Disparagement. The Client agrees that, unless required to do so by legal process, both parties, including all officers and directors, will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person, about the other Party or any person or entity affiliated with the other Party.

A disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates. This non-disparagement provision is a material term of this Agreement and its violation shall constitute a breach of this Agreement.

Force Majure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including without limitation, third-party service providers and carriers, fire, flood, act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and inability to secure materials or transportation facilities.  

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

Notice. All notices under this Agreement and any modifications or amendments to this Agreement must be in writing. The failure of either party to assert any of its rights under this Agreement is not a waiver by that party of its right later to enforce this Agreement in accordance with its terms.  

Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and will supersede all previous and contemporaneous communications, representations or understanding, either oral or written, between them relating to that subject matter.  It will not be contradicted or supplemented by any prior course of dealing between the parties.