Terms and Conditions

For purposes of these CodeMasters Client Terms and Conditions (“Terms”), “CodeMasters”, “we” or “our” refers to CodeMasters Agency, and “Client,” “you” or “your” refers to your company. Please read these Terms carefully as they, together with your signed Proposal (hereinafter “Service Agreement”) and any Change Orders constitute your entire agreement with CodeMasters (hereinafter the “Agreement”).  By engaging CodeMasters to provide services to you, you agree to be legally bound by these Terms. CodeMasters reserves the right to change or modify these Terms at any time and in its sole discretion by posting the amended Terms on our website at https://www.codemastersinc.com/terms-and-conditions . Unless otherwise specified, any changes or modifications will be effective immediately upon posting on the website and your continued use of CodeMasters’ services after such time will constitute your acceptance of such changes or modifications.

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1. A. Point of Contact:  CodeMasters will need at least one point of contact from you for day-to-day communications. This person will be responsible for: i) gathering your company’s data, files, or other content required for CodeMasters to complete its deliverables; ii) attending conference calls or meetings at key intervals with CodeMasters; and iii) coordinating internal communications with your team regarding the status of the project. They will receive all communications from your contact person(s) at CodeMasters.  Unless another individual is expressly designated in the Service Agreement as your company’s point of contact to whom CodeMasters should direct all communications, there will be a legal presumption that any person holding themselves out as representing your company’s interests relative to the services, and/or having day to day contact with CodeMasters in its performance of the services, is your company’s point of contact and is legally authorized to make decisions on your company’s behalf.  As such, CodeMasters will move forward with work authorized by this point of contact and Client shall be responsible for payment for such services.

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• B. Deadlines:  Client is responsible for meeting time deadline(s) associated with CodeMasters’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. CodeMasters is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by CodeMasters.  Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and CodeMasters will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.

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• C. Content:   Unless otherwise specifically stated as a part of the deliverables in the Service Agreement, Client is responsible for providing all content necessary for CodeMasters’s performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with CodeMasters assumes that content will be readily provided to CodeMasters in a manner specified by CodeMasters, in acceptable format(s), and that CodeMasters will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf. In situations where CodeMasters must locate, aggregate, organize or create content on Client’s behalf, Client will be charged for such additional time at a rate of $100/hour.  Logos, graphics, and/or photographic images should be supplied in an electronic acceptable format, such as high-resolution .jpeg. Photo scans are typically charged at $25 per scan. Photo retouching, manipulation, or illustration is billed at the rate of $100 per hour. This pricing may vary based upon the original source material and the required output.
  
  If written copy is not addressed in the Service Agreement and Client requires CodeMasters to write copy for inclusion in the deliverables, the cost is $100 per hour.  In the case where Client is responsible for but has failed to provide written content to CodeMasters to allow it to perform the deliverables under this Agreement and CodeMasters therefore must obtain written content from other sources, CodeMasters disclaims any warranties over the accuracy and reliability of any such information. Client warrants and agrees that it shall be solely responsible for reviewing the accuracy of all written content provided by CodeMasters in connection with its provision of the deliverables before publication. Client must ensure that the content is factually accurate and not false or misleading.
  
  Client warrants and agrees that where it has provided content to CodeMasters, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, Client assumes responsibility for the accuracy, spelling, and truthfulness of all content it provides to CodeMasters.  All Client-provided content including all pre-existing trademarks and copyright material shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to CodeMasters a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with CodeMasters’s performance of the services and the production of the deliverables.
  
  Where CodeMasters has agreed to develop a website, video, web, mobile or social media application, email template, etc., such deliverables may require the purchase or license of fonts, photographs, background music, video clips, APIs, plug-ins or other items from a third party. The cost of same is NOT included in the pricing set forth in your Service Agreement with CodeMasters. Client may either purchase or license those items on their own or CodeMasters may purchase/license them on Client’s behalf. If Client has not specified that it would like to license these items on their own, CodeMasters will assume that it should license them and will invoice Client for same. Third party items that Client (or CodeMasters on behalf of Client) licenses from a third party to be placed deliverables created by CodeMasters for Client will not be owned by Client. Client should not use such content in other items, such as print materials or promotional items, or otherwise use such content inconsistent with the third party’s terms of licensing such use. Upon request, CodeMasters will provide Client with a listing of third party content used in the deliverables and the source(s) of such content so that Client may review the licensing requirements associated with that content.

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• D. Design – What is Included/Not Included: Unless otherwise specifically stated as a part of the deliverables in your Service Agreement with CodeMasters, if Client has engaged CodeMasters to design a website, web application, mobile site, email template or the like, CodeMasters will provide two home page designs for Client to choose from. Additional designs can be provided at additional cost.  In the case of web and/or mobile sites, once Client has selected the design it would like to use as the home page, it will be permitted one round of revisions to that design.  Once those revisions have been made, CodeMasters will design one subpage template that will follow the same look and feel of the home page. Client will be permitted one round of revisions to that subpage template. Please note that the same subpage template will be used for all of the other pages of the site. Additional revisions beyond those set forth above or additional template designs will be billed to the client at the rate of $100/hour.  Also, please note that the design of the layout/placement of the content in each of the subpages of a site is not included in the cost of the project.  Rather, Client will be asked to advise where they wish to place images, content, etc. within each of the subpages.  Should Client require assistance in designing a proper aesthetic for each of the subpages this will be at an additional charge of $100/hour.  Finally, alterations to or resizing of graphics for placement in the subpages will also be at an additional charge of $100/hour.

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• E. Scope change:  If Client requests additional work not included in the original scope of the Service Agreement, Client will be responsible for all additional charges. Scope changes include but are not limited to, additional design comps, additional rounds of revision, additional copyrighting/edits, additional video edits, changes to website/web application functionality, addition of plug-ins or other technical capabilities. If a Change Order form or amendment to the Service Agreement is not completed for the change in scope, Client’s emailed or verbal request for any work not included in the original scope of the Service Agreement will be deemed a change order request for which payment will be required. The pricing for the scope change will be the amount set forth in email or verbal communications between Client and CodeMasters or in a Change Order form.  If no amount has been specified, Client will be billed at the rate of $100/hour.

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• F. Branding Clients: If Client has engaged CodeMasters to assist with business name selection, logo creation or slogan creation, please be advised that CodeMasters cannot search trademark or other databases to ensure that the name or mark is not already being used, is/is not available to be trademarked or otherwise provide advice on whether the contemplated name or mark is legally available as CodeMasters cannot provide legal advice to its clients. CodeMasters encourages Client to retain an attorney to assist in this process. 

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• G. Search Engine Optimization Clients:
  Client acknowledges the following with respect to SEO services from CodeMasters:

  • CodeMasters has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. A Client’s website may decline in rankings or become deindexed from any search engine or directory at any time at the sole discretion of the search engine or directory.

  • Due to the competitiveness of some keywords/phrases, ongoing algorithm changes, and other competitive factors, CodeMasters does not guarantee specific rankings or search engine results page positions for any particular keyword, phrase, or search term.

  • Search engines have been known to rank pages over time, therefore we cannot guarantee the rankings and traffic of new websites (or pages) to improve in“x” amount of time. Generally speaking, CodeMasters’s SEO process takes at least 2-3 months to show some significant effect. During this time, the Client’s site is analyzed and optimized within the timelines and resources specified in the agreement. Achieving stable ranking improvements can take up to 6-12 months.

  • Engaging in link schemes, link exchanges or buying links can negatively impact your site’s rankings. CodeMasters does not assume liability for Client’s choice to link to or obtain a link from any particular website without prior consultation, nor does CodeMasters assume liability for ranking, traffic, indexing issues related to such penalties. 

  • Changes to a website, including but not limited to its structure or content, can affect SEO results. CodeMasters is not responsible for changes made to the website by Client or other parties that adversely affect the site’s visibility in search engine results.

  •  CodeMasters makes no guarantee/warranty of project timelines or added expenses if SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than CodeMasters or without the prior consultation of CodeMasters.

  • CodeMasters is not responsible for the Client or any of its affiliates overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of $100 per hour.

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• H. Media/Advertising Clients

  • a. Performance – Client acknowledges the following with respect to media/advertising services from CodeMasters:

    • CodeMasters accepts no responsibility for policies of advertising networks, third-party search engines, directories or other websites that CodeMasters may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time if their policies are not adhered to. Client agrees not to hold CodeMasters responsible for any liability or actions taken by third-party resource under this Agreement.

    • CodeMasters does not guarantee position, consistent positioning, or specific placement for any particular paid search keyword, phrase or search term. Client acknowledges that CodeMasters’s past performance is not indicative of any future results client may experience.

    • Client acknowledges that advertising campaigns may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by CodeMasters to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $100 per hour.

    • Client acknowledges that any advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

    • Client acknowledges that advertising networks may drop listings from its database for no apparent or predictable reason. CodeMasters shall re-submit resources to the advertising network based on the current policies of the search engine in question.

    • Client acknowledges that CodeMasters cannot guarantee the exact placement of Client’s advertising; its availability or availability related to the funds in the Client’s account.

    • Development of creative assets in support of Paid Media campaigns will be outlined specifically as a part of the deliverables in the Service Agreement with CodeMasters.

    • Any forecasting metrics provided to Client are estimates based on industry knowledge and advertising network projected forecasts. 

    • If CodeMasters executes Insertion Orders (IO) as it relates to advertising placements, each IO will list the type and amount of deliverables, the maximum amount of money to be spent, and the flight dates of advertising placements. CodeMasters cannot be held accountable for the exact delivery, inventory and/or performance of ad campaigns projected in an IO due to these being third-party forecasts.

    • When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. CodeMasters cannot be held to reporting accuracy without the ability to install appropriate tagging on all digital assets. 

    • When reporting is delivered by CodeMasters, data is provided directly based on the ad network’s currently available data. If reporting is delivered before 30 days after the campaign has ended, all data may not have time to be collected and exact accuracy can be affected.

  • b. Pre-payment for media/liability for payment.  Where Client has engaged CodeMasters to procure media or advertising on its behalf (e.g., including but not limited to print, radio, television, digital), and Client is not paying for the media/advertising directly to the advertising/media vendor, CodeMasters must receive payment for the media/advertising prior to the media/advertising running.  (CodeMasters will typically issue an invoice for media budget and media management services the month before the media is scheduled to run.) If CodeMasters does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If CodeMasters has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to CodeMasters and/or the advertising/media vendor for payment of same, notwithstanding the existence of any insertion order or contract between CodeMasters and the advertising/media vendor. If an advertising/media vendor seeks payment from CodeMasters for media that Client has not paid CodeMasters for, Client agrees that it will execute any documents requested by CodeMasters and/or the media/advertising vendor to assume liability for payment. 

  • c. Effect of early termination of media spend (as it pertains to third party vendors).  If Client seeks to cancel media earlier than the date set forth in any media contract or insertion order with a third-party media/advertising vendor, CodeMasters will use its best efforts to cancel the same without penalty to Client.  However, Client expressly understands and agrees that certain media/advertising vendors will not allow cancellations and/or will charge a cancellation fee or “short rate” for same.  Client shall be responsible for those amounts to the extent they have not already been paid to CodeMasters.  To the extent that CodeMasters has received payment from Client that will cover those amounts, Client shall nonetheless remain responsible for payment of CodeMasters’s time in having to process the cancellations at the rate of $100/hour. 

  • d. Effect of termination of Service Agreement for media placement (as it pertains to CodeMasters). If Client terminates a Service Agreement for media placement, CodeMasters will cancel all pending media subject to the paragraph (c) above unless otherwise agreed to in writing by the parties.  If Client is indebted to CodeMasters for CodeMasters’s services, CodeMasters reserves the right to offset that debt with any payments Client has prepaid to CodeMasters for media.  Any amounts left over after full payment of CodeMasters’s outstanding fees (including time spent cancelling media) and fees still due to media/advertising vendors will not be refunded but may instead be used by Client for additional CodeMasters services and/or additional media placement.  In addition, CodeMasters’s terms relating to Early Termination in paragraph N(g) of this Agreement shall apply.

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• I. Video clients: CodeMasters may, but is not required to, retain or store video footage on behalf of Client unless specifically agreed to in the Service Agreement. If a video shoot is scheduled that Client must cancel, Client should provide at least 24 hours notice. Shoots cancelled with less than 24 hours notice will be subject to a day’s production fee.

• J. PR and Online Reputation Management (ORM) clients:  CodeMasters will use its best efforts to create content and engage in other efforts to improve Client’s online reputation; however, Client understands that CodeMasters does not have control over third-party platforms, including their rules regarding what can be posted, what can be taken down, and when it can be taken down. In addition, Client understands and accepts the limitations and restrictions enumerated above relating to Search Engine Optimization (paragraph G) and Advertising (paragraph H). As such, CodeMasters cannot promise specific results and/or guarantee that a Client’s Online Reputation will be devoid of any negative online information. Similarly, while CodeMasters uses its best efforts to get a Client’s press release(s) published, Client acknowledges that the decision to accept a story remains with the publishing source and CodeMasters cannot, therefore, guarantee that a story or press release will be published or when it will be published.

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• K. Ownership:

  • a. Client Content:  Client Content is written or visual content that is provided by Client to CodeMasters for its performance of the deliverables.  Client Content, including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith.  Client hereby grants to CodeMasters a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely regarding CodeMasters’s performance of the services and the production of the deliverables.

  • b. Third Party Materials:  Client shall not own any third party licensed commercial components or materials that are embedded in the deliverables provided to Client. The owners of these components shall retain ownership of these items in accordance with their Terms and Conditions, licensing agreements, or other applicable agreements. Upon request, CodeMasters shall provide Client with a listing of third party components used in the deliverables and the source(s) of such components.

  • c. Designs/Written Copy:  Upon completion of the deliverables and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, CodeMasters shall assign to Client all ownership rights, including any copyrights, in any artwork, designs or written copy CodeMasters has created for Client as a part of its deliverables. At the request of Client and subject to a charge of $100/hour for assembling and preparing the materials for delivery, CodeMasters can provide a PSD (Photoshop file) or other file formats of any design it has created for Client and/or HTML files.

  • d. Websites, web and mobile applications:  Upon completion of the deliverables and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, CodeMasters shall assign to Client all ownership rights to the front end design of any website, web or mobile applications; however, CodeMasters will retain ownership of all custom back-end programming.  Client, however, will be given a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the programming including, but not limited to, the right to modify, amend, and change the programming and create derivative works. If Client would like to have their website or web application “packaged” up and electronically delivered, this is an additional charge and Client will be billed $100/hour for same. Payment must be received before CodeMasters will release the site.

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• L. Website Development, Hosting & Maintenance:  

  • a. Client back end access: When CodeMasters is developing, hosting, or maintaining a Client’s site, except as otherwise specifically agreed, CodeMasters will retain admin access over the site to ensure security and the integrity of the site. If Client requests back end admin access to the site, Client understands and agrees that any changes or additions it makes to the site, including but not limited to, the addition or removal of third party plugins, may break it. If Client breaks the site or disrupts the site’s functionality, CodeMasters will use its best efforts to fix it; however, CodeMasters will charge Client for its time in doing so. 

  • b. Third-party updates: Client also understands and agrees that plugins that are incorporated into websites and website CMS platforms themselves are sometimes updated by the third-party vendor, with or without advance notice. When these updates occur, this can sometimes affect the integrity or functionality of the site. CodeMasters is not responsible for same. If repairs are needed as a result of these updates, CodeMasters will advise Client and if Client authorizes the repairs, CodeMasters will charge Client for its time in making the repairs.

  • c. Changing Hosts: If CodeMasters has been hosting Client’s website,  and Client seeks to move or has moved its website/web application to another server/host , Client should be advised that sites may not port over to certain servers and/or the site may lose certain functionalities on certain servers. CodeMasters is not responsible for same. Should the site require additional programming to port to another server/host, or should CodeMasters be required to engage in consulting with the new host to assist in the migration, CodeMasters will bill Client for same at the rate of $100 per hour. Client should also be advised that some plugins that have been incorporated into a site have licenses. When a site is moved, CodeMasters will cancel those licenses. Client is responsible for assuming the cost of those licenses.  Before releasing passwords or other administrative rights to a site, CodeMasters will require full payment from Client for all amounts due under its Services Agreements with Client, as well as any associated fees relating to services under this paragraph.

  • d. Hosting vs. Maintenance: CodeMasters’s hosting fee is for the cost associated with giving your site a “home.” We need to purchase this “home” in order to begin development (a site needs a home even when it is under development) so we begin charging hosting fees after the contract is signed. Hosting fees vary based on the type of “home” you select, the type of website you have and the level of traffic you anticipate. CodeMasters’s hosting fees do not include monitoring your site for inappropriate content or malicious attacks, making repairs or updates or applying patches to your site. Should Client require these additional services, CodeMasters can prepare a separate web maintenance agreement.

  • e. QA Testing: CodeMasters has a qualified team of QA testers that test the site across the two most recent versions of popular browsers including Internet Explorer (Edge), Firefox, Chrome, and Safari. IE11 or earlier is supported only upon request and may include additional development hours.

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• M. Term and Termination:  Unless otherwise specified in the Service Agreement, the Service Agreement between Client and CodeMasters shall be effective as of the date that Client executes the Service Agreement and shall continue in effect through the initial term specified in the Service Agreement. Following the end of the initial term, any monthly or quarterly services in the Service Agreement shall continue for successive periods of one month/one quarter as the case may be unless Client provides 30 days’ notice of intent to cancel prior to the end of the initial term. A Client who has completed the initial term and is now going month to month/quarter to quarter may cancel at any time with 30 days’ notice. If no term is stated in the Service Agreement, the term shall be the later of complete payment of the amounts due under that Agreement or until the contracted services have been completed. CodeMasters may terminate an Agreement prior to the expiration of a term without penalty to CodeMasters or any further obligation to Client where Client: 1) has declared bankruptcy; 2) has failed to timely pay amounts due under the Agreement after being 30 days to cure same;  3) or acts in an unethical, unlawful or abusive manner or is otherwise incompatible with CodeMasters. Notwithstanding the termination of a Service Agreement, these Terms shall survive. Termination by CodeMasters shall not preclude it from pursuing other remedies available to collect unpaid contracted amounts.

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• N. Payment Terms:  Unless expressly stated otherwise in the Proposal/Service Agreement, the following are CodeMasters’s payment terms.

  • a. Deliverable-based or one-time flat fee projects (including but not limited to website development, video, SEO and social media audits, design, and discovery/branding projects)

    • The total approved project cost will be billed 50% upfront, due at the time of receipt and 50% billed at the completion of the project(s) or at 45 days, whichever occurs first. 50% upfront payment is not refundable. Any approved ongoing monthly services associated with deliverable-based projects, including project management hours and website hosting, will be billed in advance of each month and are due upon receipt.

  • b. Paid media campaigns

    • CodeMasters will invoice the client for the cost of the media and CodeMasters’s media management fees one month prior to the month in which the media is intended to run. This invoice will be due upon receipt and must be paid prior to campaigns going live. If CodeMasters does not receive payment for both the media budget and the media management fees, it may, at its discretion, choose to cancel or pause the media until payment is received. If CodeMasters has not received payment for the media/advertising but nonetheless allows the media/advertising to run, Client will remain responsible to CodeMasters and/or the advertising/media vendor for payment of same, notwithstanding the existence of any insertion order or contract between CodeMasters and the advertising/media vendor. If an advertising/media vendor seeks payment from CodeMasters for media that Client has not paid CodeMasters for, Client agrees that it will execute any documents requested by CodeMasters and/or the media/advertising vendor to assume liability for payment. 

  • c. Monthy, quarterly, or annual fee-based services (including but not limited to website maintenance, website hosting, domain name renewals, monthly SEO or SEM management, email marketing)

    • CodeMasters will invoice monthly, quarterly or annual fee-based services on the 1st of the month preceding the month, quarter or year in which services are to be provided. Payment is due upon receipt.

  • d. Retainer/bank of hours

    • Clients who have chosen a marketing retainer or bank of hours have agreed to purchase a certain number of hours to be used over the course of a term specified in the Service Agreement. CodeMasters’s pricing of its bank of hours is conditioned on the Client’s agreement to fulfill the entire contracted term. Unless otherwise specified in the Service Agreement, prior to the beginning of each month during the term, CodeMasters will invoice a pro-rata* number of hours (Ex: term is 12 months and Client has elected to have 120 hours during the term; Client will be billed 10 hours each month). *In some cases, depending on the services required and the urgency, a larger number than the pro-rata number of hours will be billed during the first month of the term. Payment is due upon receipt. We strive to use a pro-rata number of hours each month; however, occasionally, this is not possible because we are awaiting Client content or approvals or Client has asked to defer some hours in anticipation of a large future initiative. If additional projects are requested that CodeMasters believes will cause the pro-rata bank of hours to be materially exceeded, CodeMasters, at its discretion may bill at the rate of $100/hour for overages instead of making a  deduction from the bank of hours for such services. Unused hours may roll forward only to the end of the term; unused hours at the end of the term will not be refunded. 

  • e. Third-party fees

    • Client will be billed for all third party costs, including but not limited to: website plug-ins; stock photography, music, video and fonts; domain name purchases and renewals; website hosting fees; ESP (email service provider platforms) such as Mailchimp or ConstantContact, CMS (content management system) licenses; social media, SEO or call monitoring platforms (such as Moz and Callrail); and SMS messaging platforms.  Some providers charge based on the volume of the number of email sends, posts, ads placed, calls made or messages sent. Client will be charged for any overages caused by Client’s exceeding a specified number of sends, posts, ads and the like.

    • Where CodeMasters has purchased licenses from third parties on behalf of Client and Client seeks to terminate the arrangement prior to the expiration of the term required for same, Client shall be responsible for all applicable cancellation fees required from those third parties and also shall be responsible for CodeMasters’s time spent having to process such cancellations at the rate of $100/hour. 

  • f. Other payment information

    • All payments made to CodeMasters shall be in U.S. Dollars in the form of a company check, cashier’s check, or electronic wire transfer.  Payments made by credit card may be subject to a 3% processing fee. Client will pay, reimburse, and/or hold CodeMasters harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and duties (other than as related to CodeMasters’s income), whether international, national, state, or local (however designated), which are levied or imposed by reason of the performance of the deliverables.

    • Payments not made within 60 days of the date of invoice may be subject to late charges equal to the lesser of i) one and one-half percent (1.5%) per month of the overdue amount; or ii) the maximum amount permitted under applicable law.  If Client fails to timely pay amounts due pursuant to this paragraph and/or the payment terms set forth in the Services Agreement, CodeMasters retains the right to stop work and/or suspend services after five (5) days’ written notice (email communication sufficient) until payment is made. Further, CodeMasters shall retain full ownership over the deliverables (whether completed or not) until full payment is received.

    • Client shall reimburse CodeMasters for travel and any related expenses.  CodeMasters will advise Client if travel expenses are expected to exceed $100.

  • g. Early termination of agreement

    • We put a great deal of care and effort into our relationships with our clients. Much of our work, including engaging in a deeper dive post-contract to understand our client’s business and objectives better, and developing strategies and plans for executing our client’s deliverables, is done in the early months of the relationship. We also provide more favorable pricing based on longer contract term lengths under the belief that a client will honor the full term of the Agreement. Clients choosing not to fulfill a contract term agree that they will be responsible for the early termination fees set forth below. If a client does not pay the early termination fee, CodeMasters reserves its right to pursue all remedies available to it under law.

      • 1. Deliverable-based or one-time flat fee projects:

        • (a). If the initial 50% payment has not already been paid: 75% of the total contract price as well as any project management fees

        • (b). If the initial 50% payment (or more) has already been paid: 50% of the remaining unpaid contracted amount (including any monthly project management fees); however, if CodeMasters has delivered the work and is only waiting for feedback, edits or approvals from the Client, the full contract amount will be due

      • 2. Paid media campaigns: 

        • (a). In the case of clients who have a fixed monthly media management fee (gross media budget under $20,000): payment of the 75% of the monthly media management fee and 75% of the project management fee for the remaining months of the contract term.

        • (b). In the case of clients whose media management fee is based on a percentage of the gross media budget (gross media budgets $20,001 and over), we will take the planned monthly gross media spend for the term, deduct whatever gross media has been spent to date, and then charge 10% on the remaining amount. (Ex.: 12-month contract term. Anticipated total gross media spend for the term = $360,000.  During the first 3 months, Client’s gross media spend was $90,000. Early termination fee = 10% of remaining anticipated gross media spend of $270,000 which is $27,000). This early termination fee will be due along with 75% of the project management fee for the remaining months of the contract.

        • (c). In addition to fees to CodeMasters, Client may be responsible for fees to the media vendor. CodeMasters will use its best efforts to cancel it without penalty to Client. However, Client expressly understands and agrees that certain media/advertising vendors will not allow cancellations and/or will charge a cancellation fee or “short rate.” Client shall be responsible for those amounts to the extent they have not already been paid to CodeMasters.  In addition, Client will be responsible for CodeMasters’s time spent having to process such cancellations at the rate of $100/hour.

        • (d). If Client is indebted to CodeMasters for CodeMasters’s services, CodeMasters reserves the right to offset that debt with any payments Client has prepaid to CodeMasters for media. Any amounts left over after full payment of CodeMasters’s outstanding fees (including time spent canceling media) and fees still due to media/advertising vendors will not be refunded but may instead be used by Client for additional CodeMasters services and/or additional media placement.

      • 3. Monthly, quarterly or annual fee-based services:

        • Client shall be responsible for paying 75% of the unpaid remaining balance due for the full Agreement term for the monthly, quarterly or annual fee-based services. (Ex. Client agrees to 12 months of email services for $12,000; Client completes and pays for 3 months. Client is responsible for $6750, which represents 75% of the remaining balance). However, prepaid monthly, quarterly or annual hosting or domain renewals will not be refunded.

      • 4. Retainer/Bank of Hours:

        • Client shall be responsible for paying 75% of the remaining unpaid balance due for the full Agreement term for the retainer/bank of hours.

      • 5. In the event where Client has retained CodeMasters to provide a combination of any of the above services (e.g., deliverable-based + paid media or bank of hours + monthly-based services) in calculating the early termination fees, we will look at each service individually and charge each separately.

      • 6. Third party fees will not be refunded.

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• O. Indemnity:  Client agrees to indemnify and hold harmless CodeMasters, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to CodeMasters’s use of materials (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts), data or information furnished by Client. Such claims may include but are not limited to claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims and claims relating to false or misleading advertising brought by individuals or regulatory bodies. Additionally, Client agrees to indemnify and hold harmless CodeMasters, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, or relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked CodeMasters to develop or implement.  For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify CodeMasters for any claims instituted by the third party. CodeMasters does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law.  You warrant that any business ideas, business plans, concepts or innovations that you have presented to CodeMasters and asked CodeMasters to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations. Additionally, Client agrees to indemnify and hold harmless CodeMasters, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of personal injuries to CodeMasters employees resulting from the negligence or misconduct of Client or its employees.

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• P. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND CODEMASTERS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CodeMasters does not warrant that its deliverables will comply with laws or regulations relating to Client’s specific industry (e.g., healthcare, education, legal, financial services, alcohol/cannabis, etc.), including but not limited to marketing or privacy laws/regulations. CodeMasters strives to exceed Client expectations, however, since marketing results can be influenced by various external forces outside of CodeMasters’s control, CodeMasters cannot guarantee specific results or return on investment. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Service Agreement were custom web application development, CodeMasters does warrant that any programming code developed by CodeMasters as part of its deliverables shall be free of ‘bugs’ for 90 days after the go-live date. For purposes of this paragraph, ‘bugs’ are defined as programming errors that make the application unable to function in a manner defined by the Service Agreement and does not include upgrades or enhancements to the functionality or graphic design changes. Further, CodeMasters shall have no responsibility to fix any ‘bugs’ that arise after the go-live date where: 1) the Client or Client’s designees have gone into the back-end code and made changes, or 2) Client has changed the website hosting environment; or  3) a third party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go-live date. Unless otherwise specifically noted in the Service Agreement, CodeMasters does not warrant that any deliverables, including but not limited to websites, created for Client are accessible, Section 508 or ADA-compliant.  Development of an accessible website must be specifically agreed to in the Service Agreement.

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• Q. Limitation of Liability: IN NO EVENT SHALL CODEMASTERS BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH CODEMASTERS’S PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CODEMASTERS EXCEED ANY COMPENSATION PAID BY YOU TO CODEMASTERS FOR ITS PRODUCTS OR SERVICES.

• R. Disclaimer of Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND CODEMASTERS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CodeMasters strives to exceed Client expectations, however, since marketing results can be influenced by various external forces outside of CodeMasters’s control, CodeMasters cannot guarantee specific results or return on investment. Notwithstanding the foregoing, if the deliverables to be provided to Client under the Service Agreement were custom web application development, CodeMasters does warrant that any programming code developed by CodeMasters as part of its deliverables shall be free of ‘bugs’ for 90 days after the go-live date. For purposes of this paragraph, ‘bugs’ are defined as programming errors that make the application unable to function in a manner defined by the Service Agreement and does not include upgrades or enhancements to the functionality or graphic design changes. Further, CodeMasters shall have no responsibility to fix any ‘bugs’ that arise after the go-live date where: 1) the Client or Client’s designees have gone into the back-end code and made changes, or 2) a third party component that has been made a part of the deliverables has been updated or changed by the third party component owner after the go-live date. By way of example, if a web application contains a third party content management system, such as Umbraco, Drupal, Joomla or WordPress, and changes to that system result in the inability of the CodeMasters code to properly interact with the system, CodeMasters shall not be responsible for fixing same. Additional programming work may be requested by Client under a separate contract at the current billing rates.  Unless otherwise specifically noted in the Service Agreement, CodeMasters does not warrant that any deliverables, including but not limited to websites, created for Client are accessible, Section 508 or ADA-compliant. The development of an accessible website must be specifically agreed to in the Service Agreement. CodeMasters has a qualified team of QA testers that test the site across the two most recent versions of popular browsers including Internet Explorer (Edge), Firefox, Chrome, and Safari. IE11 is supported only upon request and may include additional development hours.

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• S. Governing Law/Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the province of Ontario and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be Hamilton, Ontario.

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• T. Miscellaneous: If any portion of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions or the provisions in the Services Agreement.  The Service Agreement entered into between the parties and applicable change orders, together with these Terms, constitutes the entire agreement between the parties as it pertains to the matters in that Service Agreement and supersedes any oral discussions, written communications or draft agreements that occurred prior to execution of that Service Agreement.  Notwithstanding the foregoing, to the extent that CodeMasters and Client have executed more than one Service Agreement throughout their relationship, each of those Service Agreements, along with their corresponding Terms, shall be treated separately and remain in full force and effect according to their individual terms.

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