Terms & Conditions

This is an agreement ("Agreement"). Please read this Agreement carefully. By purchasing and/or using IMCG Creative’s products and services (the "Services") described and offered on and throughout https://www.imcgcreative.com (our "Website"), and including services outside of IMCG’s website, you are agreeing to the terms of this Agreement. You are also agreeing to the terms of our Privacy Policy.

In this Agreement, you the are referred to as the “Client”, the person utilizing the Service. IMCG Creative, LLC is referred to as “IMCG”.

Basic Terms and Conditions

1. DEFINITIONS

As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 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.

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by IMCG to Client, in the form specified in the Proposal.

1.5 IMCG Tools means all design tools developed and/or utilized by IMCG 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 other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Art means all creative content developed or created by IMCG, or commissioned by IMCG, 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 IMCG’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by IMCG and accepted by Client.

1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by IMCG and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 Services means all services and the work product to be provided, including but not limited to website design, SEO services, hosting, maintenance and design to Client by IMCG as described and otherwise further defined in the Proposal.

1.11 Term means the fixed period of time in which this Agreement between Client and IMCG is binding.

1.12 The Plan means the subscription services rendered over a fixed period of time, either twenty-four (24), thirty-six (36) or forty-eight (48), as outlined in Estimate in which both parties are bound by this Agreement and supporting sections.

1.13 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, which may include, without limitation stock photography, illustration and software.

1.14 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.

2. ESTIMATE

The terms of the Estimate shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Estimate, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3. CHANGES

3.1General Changes. Unless otherwise provided in the Estimate, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at IMCG’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Estimate, despite any maximum budget, contract price or final price identified therein. IMCG may extend or modify any delivery schedule or deadlines in the Estimate and Deliverables as may be required by such Changes.

3.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 10% of the time required to produce the Deliverables, and or the value or scope of the Services, IMCG shall be entitled to submit a new and separate Estimate to Client for written approval. Work shall not begin on the revised services until a fully signed revised Estimate and, if required, any additional retainer fees are received by IMCG.

3.3 Timing. IMCG will prioritize performance of the Services as may be necessary or as identified in the Estimate, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to IMCG. IMCG shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that IMCG’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 Estimate 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 IMCG’s obligations under this Agreement.

3.4 Testing and Acceptance. IMCG will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify IMCG, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, 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 IMCG 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 this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

4. 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 the IMCG;

(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation by IMCG, unless otherwise expressly provided in the Proposal; 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.

5. THE PLAN

5.1 Fees and Charges. In consideration of the Services to be performed by IMCG,

5.2Payments. Client authorizes IMCG Creative to process recurring monthly fees for Services at the agreed upon rate outlined in Proposal effective at start of The Plan.  Client will provide credit card information for the monthly subscription fees and agrees to these recurring charges until Services are terminated according to The Plan’s terms. Account information and credit card holder data may, subject to applicable North Carolina and U.S. federal laws, be transferred, processed and stored outside of the US by third party processors which IMCG Creative engages to complete subscription payments.

(a) Payments are NON-REFUNDABLE. Client is liable for all undisputed fees associated with The Plan’s term, as outlined in Estimate. Any disputes regarding fees claimed owed will be resolved under the provisions of paragraph 16.6.

(b) Client is responsible for ensuring that the credit card account information is current. If a payment is not successfully settled due to expiration, insufficient funds, a change in account information or otherwise, the account will be deemed Expired as described in 6.2a (ii) and may be cancelled. IMCG may, but is not obligated to, provide email notice of an unsuccessful payment prior to an account becoming Expired.

(c) In the event of a breach or default by the Client of any terms or obligations under this Agreement, IMCG may terminate this Agreement upon giving the Client notice of the breach or default and where the Client has not remedied the breach or default within thirty (30) days after receipt of the notice. In the event of a breach or default under this Agreement, IMCG reserves the right to refuse Services and takedown or suspend the Client Website until such breach or default is remedied.

5.3 Expenses. Client shall pay IMCG’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, service bureaus, typesetting, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus IMCG’s standard markup of 10%, and, if applicable, a mileage reimbursement at $0.554 per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by IMCG with Client’s prior approval.

5.4 Additional Costs. The Project pricing includes IMCG’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, third party subscription services and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Estimate.

5.5 Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered or The Plan term is terminated per the terms of this agreement.

(a) Client agrees to the term of service under The Plan as outlined in Estimate. The monthly subscription fee for the Services will be billed at the start of the subscription and each month thereafter or unless terminated after fulfilling the thirty (30) month minimum term. IMCG automatically bills the Client’s credit card provided for an account each month on the calendar day corresponding to the start of the paid subscription. IMCG reserves the right to change the timing of billing, if, for example, the Client’s account has not successfully settled. In the event that the paid subscription began on a day not contained in a given month, IMCG may bill Client’s credit card on a day in the applicable month or such other day as IMCG deems appropriate. For example, for a subscription starting on January 31st, the next payment may be billed on February 28th.

(b) Subject to the above terms, IMCG will retain and publish data for the Client’s website and account for the following periods:

(i) Active Accounts: where an account has been created and The Plan has been purchased, IMCG will retain data for the Client’s website and account, and publish the Client’s website while the subscription remains paid and in good standing.

(ii) Expired Accounts: where an account has been created and a subscription has been purchased to build and publish the Client’s website, and payment of undisputed fees have not been received within ten days, IMCG reserves the right not to publish the Client’s website until payment of such fees is received in full.

(iii) Cancelled Accounts: where an account has expired as described above, or has been terminated by the Client or by IMCG, IMCG will retain all data associated with the account and Client’s website for a period of 12 months after termination of the account. If the account is made current prior to the end of this 12 month holding period, data associated with the account and Client’s website will be restored.  After this 12 month period, IMCG reserves the right to delete the account and any data associated with the Client’s website.

(c) If an account is Expired or Cancelled, as described in and subject to Section 5.5b (ii) & (iii) of this Agreement, IMCG retains all rights and access to the Client’s website.

(d) IMCG liability shall not in any event exceed the aggregate amount of payments made by the Client to IMCG over the course of the term of The Plan. Prices are established by IMCG in reliance upon these limitations and disclaimers of warranties and damages, which form an essential basis of the bargain established between the parties. The Limitations and exclusions of liability set forth in this Agreement will survive and apply even if IMCG is found to have failed to fulfill the essential purpose of the Agreement.

6. ACCREDITATION/PROMOTIONS

All displays or publications of the Deliverables may include accreditation in IMCG’s name in the form, size and location as reasonably incorporated by IMCG in the Deliverables, or as otherwise directed by IMCG. IMCG retains the right to reproduce, publish and display the Deliverables in IMCG’s portfolios and websites, and in galleries, design 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.

7. CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this 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 Proposal 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 or is developed independently by the receiving party without use of the other party’s Confidential Information. Return or Destruction of Confidential Information. Except as may be required by law or regulation upon completion of the Project and/or upon the written request of the party owning the Confidential Information, the other party shall return all copies of the Confidential Information to the Disclosing Party or upon request by owning party, certify in writing that all copies of the Confidential Information have been destroyed. A party may return Confidential Information, or any part thereof, to the other party at any time, except as may be required by applicable legal or regulatory requirements.

No Warranty. CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” Neither party makes any warranty, express or implied, with respect TO THE ACCURACY OR COMPLETENESS OF ITS OWN INFORMATION.

8. PASSWORDS

Client shall provide IMCG with reasonable access to Client owned protected portals and information necessary for execution of the Project. IMCG may grant IMCG Agents reasonable access in order to execute the agreed upon Project with written permission provided by Client. All parties agree to put forth best effort to protect confidentiality, integrity and security associated with any and all access. Client releases IMCG from all liability associated with any access. 

9. RELATIONSHIP OF THE PARTIES

9.1 Independent Contractor. IMCG is an independent contractor, not an employee of Client or any company affiliated with Client. IMCG shall provide the Services under the general direction of Client, but IMCG shall determine, in IMCG’s sole discretion, the manner and means by which the Services are accomplished. This 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 this Agreement.

9.2 Design Agents. IMCG shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, IMCG shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

9.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any IMCG, employee or Design Agent of IMCG, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that IMCG shall be entitled to a commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. IMCG, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

9.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by IMCG, and IMCG shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by IMCG.

10. WARRANTIES AND REPRESENTATIONS

10.1 By Client. Client represents, warrants and covenants to IMCG 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, and

(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

10.2 By IMCG IMCG represents, warrants and covenants to Client that

(a) IMCG hereby represents, warrants and covenants to Client that IMCG will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) IMCG further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of IMCG and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by IMCG, IMCG shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for IMCG to grant to Client all the intellectual property rights as provided in this Agreement, and (iii) to the best of IMCG’s knowledge, the Final Art provided by IMCG and IMCG’s subcontractors, and IMCG Tools, do not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of IMCG shall be void.

(c) Except for the express representations and warranties stated in this agreement, IMCG makes no warranties whatsoever. IMCG explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

11. INDEMNIFICATION/LIABILITY

11.1 By Client. Client agrees to indemnify, save and hold harmless IMCG 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 this Agreement. Under such circumstances IMCG shall promptly notify Client in writing of any claim or suit;

(a) Client shall have sole control of the defense and all related settlement negotiations; and

(b) IMCG 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 IMCG in providing such assistance.

11.2 By IMCG. Subject to the terms, conditions, express representations and warranties provided in this Agreement, IMCG agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with IMCG’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 IMCG in writing of the claim;

(b) IMCG shall have sole control of the defense and all related settlement negotiations; and

(c) Client shall provide IMCG with the assistance, information and authority necessary to perform IMCG’s obligations under this section. Notwithstanding the foregoing, IMCG shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by IMCG.

11.3 Limitation of Liability. The services and the work product of IMCG are sold "as is." In all circumstances, the maximum liability of IMCG, its directors, officers, employees, design agents and affiliates ("IMCG Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total fees and charges paid by Client to IMCG. Except for its indemnification obligations as provided under this Agreement, and except in instances where it’s committed fraud or engaged in willful misconduct, in no event shall IMCG be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by IMCG, even if IMCG has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

12. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

12.1 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 IMCG a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with IMCG’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

12.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. IMCG shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances IMCG shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event 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 IMCG 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 Final Art.

12.3 Preliminary Works. IMCG retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to IMCG within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of IMCG.

12.4 Trademarks. Upon full payment of all undisputed fees, costs and out-of- pocket expenses due under this Agreement, IMCG hereby irrevocably and unconditionally grants, conveys, transfers, and assigns to Client all of IMCG’s ownership rights, title and interest, including any copyrights, in and to the Final Deliverables and any artworks or designs comprising the works created by IMCG for use by Client as a Trademark. IMCG shall cooperate with Client and shall execute any additional documents reasonably 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 properly registered as/if required.

12.5 IMCG Tools. All IMCG Tools are and shall remain the exclusive property of IMCG. IMCG hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the IMCG Tools for use 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 IMCG Tools comprising any software or technology of IMCG.

13. SUPPORT SERVICES

13.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first 30 (30) days, IMCG shall provide up to four (4) hours of Support Services at no additional cost to Client. Additional time shall be billed at IMCG’s regular hourly rate, then in effect upon the date of the request for additional support.

14. ENHANCEMENTS

Client may request that IMCG develop enhancements to the Deliverables, and IMCG shall exercise commercially reasonable efforts to prioritize IMCG’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 on a time and materials basis at IMCG’s then in effect price for such services.

15. ADDITIONAL WARRANTIES AND REPRESENTATIONS

15.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, IMCG represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, unapproved modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by IMCG, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and IMCG’s sole liability for a breach of this Section is the obligation of IMCG to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by IMCG, IMCG’s sole obligation shall be to substitute alternative Third Party Materials.

15.2 IMCG Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, IMCG represents and warrants that, to the best of IMCG’s knowledge, the IMCG Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

16. GENERAL

16.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that IMCG’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this 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.

16.2 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 below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

16.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this 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.

16.4 Notwithstanding the foregoing, either party shall be entitled, upon written notice, to assign or transfer this Agreement to an affiliate, or as part of a merger or sale of substantially all of its assets.

16.5 Force Majeure. IMCG shall not be deemed in breach of this Agreement if IMCG 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 IMCG or any local, state, federal, national or international law, governmental order or regulation or any other event beyond IMCG’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, IMCG shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. Cleint agrees to provide IMCG resonable time to complete or rectify Services that may be disrupted or delayed by a Force Majeure Event.

16.6 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of North Carolina 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 this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties specifically consent to the local, state and federal courts located Mecklenburg County in the state of North Carolina.

16.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

16.8 Termination. This Agreement may not be terminated by either party without cause.  If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party per the terms of this Agreement.

16.9 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 this Agreement nor shall such headings otherwise be given any legal effect.

16.10 Integration. This 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 this Agreement. In the event of a conflict between the Estimate and any other Agreement documents, the terms of the Estimate shall control. This Agreement comprises this Basic Terms and Conditions document, and the Estimate.

This is an agreement ("Agreement"). Please read this Agreement carefully. By purchasing and/or using IMCG Creative’s products and services (the "Services") described and offered on and throughout https://www.imcgcreative.com (our "Website"), and including services outside of IMCG’s website, you are agreeing to the terms of this Agreement. You are also agreeing to the terms of our Privacy Policy.

1. Account Eligibility

1.1 By registering for or using the Services, you represent and warrant that:

(a) You are eighteen (18) years of age or older. The Services are intended solely for Users who are eighteen (18) years of age or older. Any registration, use of or access to the Services, by anyone under eighteen (18) is unauthorized and is a violation of this Agreement.

(b) If you use the Services on behalf of another party you agree that you are authorized to bind such other party to this Agreement and to act on such other party's behalf with respect to any actions you take in connection with the Services.

(c) It is your responsibility to provide accurate, current, and complete information in the Client Portal that was provided to you for account information, payment information, including an email address that is different from the domain you are signing up under. If there is ever an abuse issue or we need to contact you, we will use the primary email address we have on file. It is your responsibility to ensure that the contact information for your account, including any domain accounts is accurate, correct and complete at all times. IMCG Creative is not responsible for any lapse in the Services, including without limitation, any lapsed domain registrations due to outdated contact information being associated with the domain. If you need to verify or change your contact information, you may utilize the Client Portal to update your contact information.

(d) You agree to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.

(e) Any dedicated IP order in addition to those provided with a hosting package may be subject to IP justification. IP justification practices are subject to change to remain in compliance with the policies of the American Registry for Internet Numbers (ARIN). We reserve the right to deny any dedicated IP request based on insufficient justification or current IP utilization.

(f) The Service and any data you provide to IMCG Creative is hosted in the United States (U.S.) unless otherwise provided. If you access the Service from outside of the U.S., you are voluntarily transferring information (potentially including personally-identifiable information) and content to the U.S. and you agreeing that our collection, use, storage and sharing of your information and content is subject to the laws of the U.S., and not necessarily of the jurisdiction in which you are located.

2. Transfers

Our Transfers Team will make every effort to help you move your website to us. Transfers are provided as a courtesy service. We do not make any guarantees regarding the availability, possibility, or time required to complete an account transfer. Each hosting company is configured differently, and some hosting platforms save data in an incompatible or proprietary format, which may make it extremely difficult, if not impossible, to migrate some or all account data. In some cases we may not be able to assist you in a transfer of data from an old host. The free transfer service is available for thirty (30) days from your sign up date. Transfers outside of the thirty (30) day period will incur a charge; please contact us to receive a price quote. In no event shall IMCG Creative be held liable for any lost or missing data or files resulting from a transfer to or from IMCG Creative. You are solely responsible for backing up your data in all circumstances.

3. IMCG Creative Content

Except for User Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “IMCG Creative Content”), are the proprietary property of IMCG Creative or IMCG Creative licensors. IMCG Creative Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any IMCG Creative Content. Any use of IMCG Creative Content, other than as specifically authorized herein, is prohibited and will automatically terminate your rights to use the Services and any IMCG Creative Content. All rights to use IMCG Creative Content that are not expressly granted in this Agreement are reserved byIMCG Creative and IMCG Creative licensors.

4. User Content

4.1 You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “User Content”). User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or distributing User Content on or through the Services, you represent and warrant to IMCG Creative that;

(a) you have all the necessary rights to post or distribute such User Content, and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.

(b) Solely for purposes of providing the Services, you hereby grant to IMCG Creative a non-exclusive, royalty-free, worldwide right and license to:

(i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content; and

(ii) make archival or back-up copies of User Content and User Websites. Except for the rights expressly granted herein, IMCG Creative does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.

(c) IMCG Creative exercises no control over, and accepts no responsibility for, User Content or the content of any information passing through IMCG Creative computers, network hubs and points of presence or the Internet. IMCG Creative does not monitor User Content. However, you acknowledge and agree that IMCG Creative may, but is not obligated to, immediately take any corrective action in IMCG Creative sole discretion, including without limitation removal of all or a portion of the User Content or User Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that IMCG Creative shall have no liability due to any corrective action that IMCG Creative may take.

5. Compliance with Applicable Law

You agree to comply with all applicable laws, rules, and regulations, including without limitation all local rules where you reside or your organization is location regarding User Content, User Websites, online activities, email and your
use of the Services. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Services are controlled and operated by us from our offices within the United States (although we may share data with third parties around the world to assist us in providing the Services as further described in our Privacy Policy) and we make no representation that the Services are appropriate or available for use in other locations. Those who access the Services from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Services where prohibited by law.

For the purposes of European Directive 95/46/EC, the General Data Protection Regulation 2016/679) (“GDPR”) and any applicable national implementing laws in your jurisdiction, and with respect to your subscribers’ or customers’ personal  data, you acknowledge and agree that you are the Controller (as that term is defined in the GDPR), and we are a Processor (as that term is defined in the GDPR) insofar as you may store personal data through your use of our Services only as permitted and subject to the terms of this Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law (including the GDPR).

To the extent the GDPR applies to you, you represent and warrant that in using our Services, you will clearly describe in writing how you plan to use any personal data collected and you will ensure you have a legitimate legal basis to transfer such personal data to us and that you have the necessary permission to allow us to receive and process (e.g., store) such personal data on your behalf.

6. Third Party Products and Services

6.1 Third Party Providers
IMCG Creative may offer certain third party products and services. Such products and services may be subject to the terms and conditions of the third party provider. Discounts, promotions and special third party offers may be subject to additional restrictions and limitations by the third party provider. You should confirm the terms of any purchase and the use of goods or services with the specific third party provider with whom you are dealing.

IMCG Creative does not make any representations or warranties regarding, and is not liable for, the quality, availability, or timeliness of goods or services provided by a third party provider. You undertake all transactions with these third party providers at your own risk. We do not warrant the accuracy or completeness of any information regarding third party providers. IMCG Creative is not an agent, representative, trustee or fiduciary of you or the third party provider in any transaction.

6.2 IMCG Creative as Reseller or Licensor

IMCG Creative may act as a reseller or licensor of certain third party services, hardware, software and equipment used in connection with the Services ("Non-IMCG Creative Products"). IMCG Creative shall not be responsible for any changes in the Services that cause any Non-IMCG Creative Products to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-IMCG Creative Products, either sold, licensed or provided by IMCG Creative to you will not be deemed a breach of IMCG Creative obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Non-IMCG Creative Product are limited to those rights extended to you by the manufacturer of such Non-IMCG Creative Product. You are entitled to use any Non-IMCG Creative Product supplied by IMCG Creative only in connection with your use of the Services as permitted under this Agreement. You shall make no attempt to copy, alter, reverse engineer, or tamper with such Non-IMCG Creative Product or to use it other than in connection with the Services. You shall not resell, transfer, export or re-export any Non-IMCG Creative Product, or any technical data derived therefrom, in violation of any applicable law, rules or regulations.

6.3 Third Party Websites

The Services may contain links to other websites that are not owned or controlled by IMCG Creative ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties ("Third Party Content"). We are not responsible for any Third Party Sites or Third Party Content accessed through the Services. Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us. If you decide to access Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable third party's terms and policies, including privacy and data gathering practices of any website to which you navigate.

7. Prohibited Persons (Countries, Entities, And Individuals)

The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, IMCG Creative also does not register, and prohibits the use of any of our Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.

8. Account Security and IMCG Creative Systems.

8.1 It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change or update your password before suspending your account.

8.2 The Services, including all related equipment, networks and network devices are provided only for authorized customer use. IMCG Creative may, but is not obligated to, monitor our systems, including without limitation, to ensure that use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. By using the Services, you consent to monitoring for these purposes.

8.3 Any account found connecting to a third party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control requires the express written consent of the third party. IMCG Creative may, at our discretion, request documentation to prove that your access to a third party network or system is authorized.

8.4 Any account which causes us to receive an abuse report may be terminated and/or have access to services suspended. If you do not remove malicious content from your account after being notified by IMCG Creative of an issue, we reserve the right to leave access to services disabled.

8.5 IMCG Creative reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law or for technical or other reasons without notice.

9. HIPAA Disclaimer.We are not "HIPAA compliant."

You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. IMCG Creative does not control or monitor the information or data you store on, or transmit through, the Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act ("HIPAA"). Customers requiring secure storage of "protected health information" as defined under HIPAA are expressly prohibited from using the Services for such purposes. Storing and permitting access to "protected health information" is a material violation of this Agreement, and grounds for immediate account termination. We do not sign "Business Associate Agreements" and you agree that IMCG Creative is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA.

10. Compatibility with the Services

10.1 You agree to cooperate fully with IMCG Creative in connection with IMCG Creative provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for your use of the Services. To the extent that the performance of any of our obligations under this Agreement may depend upon your performance of your obligations, IMCG Creative is not responsible for any delays due to your failure to timely perform your obligations.

10.2 You are solely responsible for ensuring that all User Content and User Websites are compatible with the hardware and software used by IMCG Creative to provide the Services, which may be changed by IMCG Creative from time to time in our sole discretion.

10.3 You are solely responsible for backing-up all User Content, including but not limited to, any User Websites. IMCG Creative does not warrant that we back-up any User Content, and you agree to accept the risk of loss of any and all User Content.

11. Billing and Payment Information

11.1 Prepayment.
It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.

11.2 Auto renewal
Unless otherwise provided, you agree that until and unless you notify IMCG Creative of your desire to cancel the Services, you will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with us.

11.3 Taxes
Listed fees for the Services do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority. Any applicable taxes will be added to IMCG Creative invoice as a separate charge to be paid by you. All fees are non-refundable when paid unless otherwise stated.

11.4 Late Payment
All invoices must be paid within ten (10) days of the invoice due date. Any invoice that is outstanding for more than ten (10) days may result in the suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, IMCG Creative may suspend or terminate your account and pursue the collection costs incurred by IMCG Creative, including without limitation, any arbitration and legal fees, and reasonable attorneys' fees. IMCG Creative will not activate new orders or activate new packages for customers who have an outstanding balance on their account.

Dedicated servers are subject to being reclaimed and all content deleted if you fail to make a timely payment. If you make a late payment we do not automatically reactivate the dedicated servers. Contact IMCG Creative directly after you make a late payment to reactivate the dedicated server.

11.5 Fraud.
It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. IMCG Creative may report any such misuse or fraudulent use, as determined in IMCG Creative’s sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.

11.6 Invoice Disputes
You have ninety (90) days to dispute any charge or payment processed by IMCG Creative. If you have any questions concerning a charge on your account, please IMCG Creative for assistance.

11.7 Payment Card Industry Security Standard Disclaimer
IMCG Creative complies with the Payment Card Industry Security Standard ("PCI Standard") in connection with the collection and processing of our customer's data and billing information. However, you are solely responsible for the security of the data and billing information on your User Website. IMCG Creative does not monitor User Websites for PCI compliance and we are not able to verify whether a User Website complies with the PCI Standard.

12. Money-Back Guarantee

12.1 Dedicated Servers
There are no refunds on dedicated servers. The forty-five (45) day money-back guarantee does not apply to dedicated servers.

12.2 Managed VPS Services
IMCG Creative offers a forty-five (45) day money-back guarantee for IMCG Creative managed VPS, services only. Subject to the terms described in Section 13 below, if you are not completely satisfied with these hosting services and you terminate your account within forty-five (45) days of signing up for the Services, you will be given a full refund of the amount paid for hosting. This money-back guarantee only applies to fees paid for hosting services.

13. Cancellations and Refunds

13.1 Payment Method
No refunds will be provided if you use any of the following methods of payment: bank wire transfers, Western Union payments, checks and money orders. If you use any of these payment methods, any applicable credit will be posted to your hosting account instead of a refund.

13.2 Money-Back Guarantee
If an account with a forty-five (45) day money-back guarantee is purchased and then cancelled within the first forty-five (45) days of the beginning of the term (the "Money-Back Guarantee Period"), you will, upon your written request to IMCG Creative (the "Refund Request") within ninety (90) days of such termination or cancellation ("Notice Period"), receive a full refund of all basic, VPS fees previously paid by you to IMCG Creative for the initial term ("Money-Back Guarantee Refund"); provided that such Money-Back Guarantee Refund shall be due to you only upon your compliance with, and subject in all respects to the terms and conditions of, this Section 13. Requests for these refunds must be made in writing to IMCG Creative. Refunds will only be issued for VPS services and will not include administrative fees, install fees for custom software or other setup fees, nor will they include any fees for any other additional services. Money-Back Guarantee Refunds will not accrue, and shall not be paid under any circumstances, if you do not provide the applicable Refund Request within the Notice Period.

13.3 Refund Eligibility
Only first-time accounts are eligible for a refund. For example, if you've had an account with us before, canceled and signed up again, or if you have opened a second account with us, you will not be eligible for a refund. Violations of this Agreement will waive your rights under the refund policy.

13.4 Non-refundable Products and Services
There are no refunds on dedicated servers, administrative fees, and install fees for custom software.

13.5 Cancellation Process
You may terminate or cancel the Services by giving IMCG Creative written notice through email or Client Portal. In such event:

(a) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation and;

(b) IMCG Creative may, in our sole discretion, refund all pre-paid fees for VPS hosting services for the full months remaining after the effectiveness of such cancellation (i.e. no partial month fees shall be refunded) less any setup fees, applicable taxes and any discount applied for prepayment, provided that you are not in breach of this Agreement. Once we receive your cancellation form and have confirmed all necessary information with you via email, we will inform you in writing (typically email) that your account has been canceled. Your cancellation confirmation will contain a ticketing/tracking number in the subject line for your reference and for verification purposes.

(c) We require all cancellations to be done digitally;

(i) confirm your identity,

(ii) confirm in writing that you are prepared for all of your files and emails to be removed, and

(iii) document the request. This process aims to reduce the likelihood of mistakes, fraudulent/malicious requests, and to ensure that you are aware that your files, emails, and account may be removed immediately and permanently after a cancellation request is processed. Cancellations for shared and reseller accounts will be effective on the account's renewal date. Cancellations for dedicated and VPS accounts will be effective immediately.

13.6 Foreign Currencies
Exchange rate fluctuations for international payments are constant and unavoidable. All refunds are processed in U.S. dollars and will reflect the exchange rate in effect on the date of the refund. All refunds are subject to this fluctuation and IMCG Creative is not responsible for any change in exchange rates between the time of payment and the time of refund.

13.7 Termination
IMCG Creative may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due;

(a) you violate this Agreement;

(b) your conduct may harm IMCG Creative or others or cause IMCG Creative or others to incur liability, as determined by IMCG Creative in our sole discretion; or

(c) as otherwise specified in this Agreement. In such event, IMCG Creative shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, IMCG Creative may charge you for all fees due for the Services for the remaining portion of the then current term.

UPON TERMINATION OF THE SERVICES FOR ANY REASON, USER CONTENT, USER WEBSITES, AND OTHER DATA WILL BE DELETED.

14. CPU, Bandwidth and Disk Usage

Permitted CPU and Disk Usage.
All use of hosting space provided by IMCG Creative is subject to the terms of this Agreement and the Acceptable Use Policy.

(a) VPS hosting space may only be used for web files and content of User Websites. VOS hosting space may not be used for storage (whether of media, or other data), including, as offsite storage of electronic files, or FTP hosts. IMCG Creative expressly reserves the right to review every account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement or the Acceptable Use Policy. IMCG Creative may, in our sole discretion, terminate access to the Services, apply additional fees, or remove or delete User Content for those accounts that are found to be in violation of IMCG Creative terms and conditions.

(b) Dedicated and VPS usage is limited by the resources allocated to the specific plan that you have purchased.

(c) Bandwidth Usage
Unlimited bandwidth usage is not available for, dedicated or VPS servers, which are subject to the terms of the plan you purchased.

15. Uptime Guarantee

If your server has a physical downtime that falls short of the 99.8% uptime guarantee, you may receive one (1) month of credit on your account. This uptime guarantee does not apply to planned maintenance. Approval of any credit is at the sole discretion of IMCG Creative and may be dependent upon the justification provided. Third party monitoring service reports may not be used for justification due to a variety of factors including the monitor's network capacity/transit availability. The uptime of the server is defined as the reported uptime from the operating system and the Apache Web Server which may differ from the uptime reported by other individual services. Uptime guarantees only apply to VPS servers. Dedicated servers are covered by a network guarantee.

16. Dedicated Servers

IMCG Creative reserves the right to reset the password on a dedicated server if the password on file is not current so that we may do security audits as required by our datacenter. It is your responsibility to ensure that there is a valid email address and current root password on file for your dedicated server to prevent downtime from forced password resets. IMCG Creative reserves the right to audit servers as needed and to perform administrative actions at the request of our datacenter. Dedicated servers that have invoices outstanding for more than ten (10) days may be subject to deletion which will result in the loss of all data on the server. IMCG Creative will not be liable for any loss of data resulting from such deletion.

17. Price Change

IMCG Creative reserves the right to change prices or any other charges at any time. We will provide you with at least thirty (30) days notice before charging you with any price change on any annual or longer term plans.

18. Limitation of Liability

IN NO EVENT WILL IMCG CREATIVE ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF IMCG CREATIVE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IMCG CREATIVE’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IMCG CREATIVE FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

19. Indemnification

You agree to indemnify, defend and hold harmless IMCG Creative, our affiliates, and their respective officers, directors, employees and agents (each an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to;

(a) your use of the Services,

(b) any breach or violation by you of this Agreement; or

(c) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.

20. Arbitration

By using the Services, you hereby submit to the exclusive jurisdiction of the American Arbitration Association ("AAA") in connection with any dispute relating to, concerning or arising out of this Agreement. The arbitration will be conducted before a single arbitrator chosen by IMCG Creative and will be held at the AAA location chosen by IMCG Creative in North Carolina. Payment of all filing, administrative and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this paragraph. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, IMCG Creative will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitration before the AAA shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this paragraph. All decisions rendered by the arbitrator will be binding and final. The arbitrator's award is final and binding on all parties. The arbitrator's authority to resolve and make written awards is limited to claims between you and IMCG Creative alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If you initiate litigation or any other proceeding against IMCG Creative in violation of this paragraph, you agree to pay IMCG Creative reasonable costs and attorneys' fees incurred in connection with our enforcement of this paragraph.

21. Independent Contractor

IMCG Creative and User are independent contractors and nothing contained in this Agreement places IMCG Creative and User in the relationship of principal and agent, partners or joint ventures. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

22. Governing Law; Jurisdiction

Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the State of North Carolina. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

23. Disclaimer

IMCG Creative shall not be responsible for any damages your business may suffer. IMCG Creative makes no warranties of any kind, expressed or implied for the Services. IMCG Creative disclaims any warranty of merchantability or fitness for a particular purpose, including loss of data resulting from delays, delivery failures, wrong deliveries, and any and all service interruptions caused by IMCG Creative or our employees or contractors.

24. Backups and Data Loss

Your use of the Services is at your sole risk. IMCG Creative backup service runs a minimum of once a week. This service is provided only to VPS accounts as a courtesy and may be modified or terminated at any time at IMCG Creative sole discretion. IMCG Creative does not maintain backups of dedicated accounts. IMCG Creative is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on IMCG Creative servers.

Any account using more than 20 gigs of disk space will be removed from our off site weekly backup with the exception of databases continuing to be backed up. All data will continue to be mirrored to a secondary drive to help protect against data loss in the event of a drive failure.

25. Limited Warranty

THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS." EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, IMCG CREATIVE AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. IMCG CREATIVE AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. IMCG CREATIVE AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

26. Disclosure to Law Enforcement

IMCG Creative may disclose User information to law enforcement agencies without further consent or notification to the User upon lawful request from such agencies. We cooperate fully with law enforcement agencies.

27. Entire Agreement

This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.

28. Headings

The headings herein are for convenience only and are not part of this Agreement.

29. Changes to the Agreement or the Services

29.1 IMCG Creative may modify, add, or delete portions of this Agreement at any time. If we have made significant changes to this Agreement, we will post a notice on the IMCG Creative website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date of the last revision. Any revisions to this Agreement will become effective when posted unless otherwise provided. You agree to any modification to this Agreement by continuing to use the Services after the effective date of any such modification.

29.2 IMCG Creative reserves the right to modify, change, or discontinue any aspect of the Services at any time.

30. Severability

If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.

31. Waiver

No failure or delay by you or IMCG Creative to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy. No express waiver of, or assent to, any breach of or default in any term or condition of this Agreement by any party hereto shall constitute a waiver of, or an assent to, any succeeding breach of or default in the same or any other term or condition hereof.

32. Assignment; Successors

You may not assign or transfer this Agreement or any of your rights or obligations hereunder, without the prior written consent of IMCG Creative. Any attempted assignment in violation of this Agreement shall be null and void and of no force or effect whatsoever. IMCG Creative may assign our rights and obligations under this Agreement, and may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without the consent of User. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

33. Force Majeure

Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

34. Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, user acknowledges and agrees that any supplier of a third-party product or service that is identified as a third-party beneficiary in the service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against user as if it were a party to this Agreement.

This is an agreement ("Agreement"). Please read this Agreement carefully. By purchasing and/or using IMCG Creative’s products and services (the "Services") described and offered on and throughout https://www.imcgcreative.com (our "Website"), and including services outside of IMCG’s website, you are agreeing to the terms of this Agreement. You are also agreeing to the terms of our Privacy Policy.

In this Agreement, you are referred to as the “Client”, the person utilizing the Service. IMCG Creative, LLC is referred to as “IMCG”.

1. For the purposes of receiving professional SEO services, Client agrees to provide the following:

1.1 Administrative/backend access to Client website for analysis of content and structure.

1.2 Permission to make changes for the purpose of optimization, and to communicate directly with such third parties as necessary, e.x., your web designer, Google properties, your social media outlets

1.3 Unlimited access to existing website traffic statistics for analysis and tracking purposes.

1.4 Authorization to IMCG to use Client pictures, logos, trademarks, web site images, pamphlets, content, etc., for such use as reasonably necessary for search engine optimization and for the sole purpose to perform the Services of the Proposal.

1.5 If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. IMCG can create site content at additional cost to the Client.

2. With respect to SEO services:

2.1 All fees, services, documents, recommendations, and reports are confidential.

2.2 IMCG has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any search engine at any time at the sole discretion of the search engine.

2.3 Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, IMCG will, without additional charges or fees except those agreed to in the Proposal, re-optimize the website/page based on the current policies of the search engine in question.

2.4 Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. IMCG does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

2.5 IMCG is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

2.6 Client represents that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to IMCG for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend IMCG from any liability or legal action arising from the use of such elements.

2.7 Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, IMCG does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

2.8 Some search directories offer “Paid Search” for a fee. If Client wishes to engage in said expedited listing services (e.g., paid directories), Client is responsible for all paid for inclusion or expedited service fees.

2.9 IMCG is not responsible for Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). Client will be charged an additional fee for re-constructing content, based on IMCG’s standard hourly rate.

3. CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this 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 Proposal 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 or is developed independently by the receiving party without use of the other party’s Confidential Information. Return or Destruction of Confidential Information. Except as may be required by law or regulation upon completion of the Project and/or upon the written request of the party owning the Confidential Information, the other party shall return all copies of the Confidential Information to the Disclosing Party or upon request by owning party, certify in writing that all copies of the Confidential Information have been destroyed. A party may return Confidential Information, or any part thereof, to the other party at any time, except as may be required by applicable legal or regulatory requirements.

No Warranty. CONFIDENTIAL INFORMAITON IS PROVIDED “AS IS.” Neither party makes any warranty, express or implied, with respect TO THE ACCURACY OR COMPLETENESS OF ITS OWN INFORMATION.

4. PASSWORDS

Client shall provide IMCG with reasonable access to Client owned protected portals and information necessary for execution of the Project. IMCG may grant IMCG Agents reasonable access in order to execute the agreed upon Project with written permission provided by Client. All parties agree to put forth best effort to protect confidentiality, integrity and security associated with any and all access. Client releases IMCG from all liability associated with any access.  

5. RELATIONSHIP OF THE PARTIES

5.1 Independent Contractor. IMCG is an independent contractor, not an employee of Client or any company affiliated with Client. IMCG shall provide the Services under the general direction of Client, but IMCG shall determine, in IMCG’s sole discretion, the manner and means by which the Services are accomplished. This 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 this Agreement.

5.2 Design Agents. IMCG shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, IMCG shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

5.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any IMCG, employee or Design Agent of IMCG, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that IMCG shall be entitled to a commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. IMCG, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

5.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by IMCG, and IMCG shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by IMCG.

6. WARRANTIES AND REPRESENTATIONS

6.1 By Client. Client represents, warrants and covenants to IMCG 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, and

(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

6.2 By IMCG IMCG represents, warrants and covenants to Client that

(a) IMCG hereby represents, warrants and covenants to Client that IMCG will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) IMCG further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of IMCG and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by IMCG, IMCG shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for IMCG to grant to Client all the intellectual property rights as provided in this Agreement, and (iii) to the best of IMCG’s knowledge, the Final Art provided by IMCG and IMCG’s subcontractors, and IMCG Tools, do not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of IMCG shall be void.

(c) Except for the express representations and warranties stated in this agreement, IMCG makes no warranties whatsoever. IMCG explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

7. INDEMNIFICATION/LIABILITY

7.1 By Client. Client agrees to indemnify, save and hold harmless IMCG 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 this Agreement. Under such circumstances IMCG shall promptly notify Client in writing of any claim or suit;

(a) Client shall have sole control of the defense and all related settlement negotiations; and

(b) IMCG 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 IMCG in providing such assistance.

7.2 By IMCG. Subject to the terms, conditions, express representations and warranties provided in this Agreement, IMCG agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with IMCG’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 IMCG in writing of the claim;

(b) IMCG shall have sole control of the defense and all related settlement negotiations; and

(c) Client shall provide IMCG with the assistance, information and authority necessary to perform IMCG’s obligations under this section. Notwithstanding the foregoing, IMCG shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by IMCG.

8. Limitation of Liability. The services and the work product ofIMCG are sold "as is." In all circumstances, the maximum liability of IMCG, its directors, officers, employees, design agents and affiliates ("IMCG Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total fees and charges paid by Client to IMCG. Except for its indemnification obligations as provided under this Agreement, and except in instances where it’s committed fraud or engaged in willful misconduct, in no event shall IMCG be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by IMCG, even if IMCG has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

9. GENERAL

9.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that IMCG’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this 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.

9.2 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 below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

9.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this 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.

9.4 Notwithstanding the foregoing, either party shall be entitled, upon written notice, to assign or transfer this Agreement to an affiliate, or as part of a merger or sale of substantially all of its assets.

9.5 Force Majeure. IMCG shall not be deemed in breach of this Agreement if IMCG 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 IMCG or any local, state, federal, national or international law, governmental order or regulation or any other event beyond IMCG’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, IMCG shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. Client agrees to provide IMCG reasonable time to complete or rectify Services that may be disrupted or delayed by a Force Majeure Event.

9.6 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of North Carolina 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 this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties specifically consent to the local, state and federal courts located Mecklenburg County in the state of North Carolina.

9.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

9.8 Termination. This Agreement may not be terminated by either party without cause.  If either party breaches any provision of this Agreement, the non-breaching party shall, upon providing written notice of such breach, be entitled to terminate this Agreement, provided such breach is not cured within thirty (30) days following such notice. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party per the terms of this Agreement.

9.9 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 this Agreement nor shall such headings otherwise be given any legal effect.

10.10 Integration. This 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 this Agreement. In the event of a conflict between the Estimate and any other Agreement documents, the terms of the Estimate shall control. This Agreement comprises this Basic Terms and Conditions document, and the Estimate.