4378 Park Blvd.
Pinellas Park, FL 33781
T.1800.725.2979
T.1800.715.3656
F.1800-715.9373
Birmok Media Group Co., Inc. 2013
GENERAL AGREEMENT – contracting Birmok Media Group Co. Inc, abbreviated BMG, for performing services for a person, company (corporation, partnership) by a customer signing this agreement. By signing this agreement, the client named above agrees to the following terms and conditions:
1. The Client authorizes the listings and/or advertising materials in all of Birmok Media Group Co. Inc. ( BMG Co. Inc.) products, and accepts it ( design, service, distribution, printing, promotion or others ) in the form and for the period as stated in this Order Form.
2. The Client has sole responsibility for the advertising content and/or information provided to BMG Co. Inc. and client warrants that all advertising content and/or information is truthful and accurate and complies with applicable laws, rules and regulations, including, without limitation, professional or occupational regulations and licensing requirements. The client agrees that he/she is responsible for electronic delivery of all materials needed for a cost estimate and processing of this order agreement. The client also agrees that failure to fulfill this responsibility will result in a delay of work resulting from this agreement and a change of the completion deadline or agreement cost increase, as well as possible agreement termination due to client’s withdrawal from the agreement.
3. The Client warrants that he/she is the owner of any trademark and trade name and/or copyright used. The Client is solely responsible for protection of his/her trademark, trade name and/or copyright which are used for the purposes of this agreement. If the client owns his/her own domain and wants to use it in processing of a multimedia order, introducing other changes and updates of his/her domain or creating a website, the client is obligated to deliver necessary data allowing BMG Co. Inc. performing those activities, or any other information needed for that purpose. Otherwise, the client will receive files containing the website (DNS) which he/she will place on the server by using his/her own means. Or the client will receive materials in an electronic form, and BMG Co. will not be obligated to any further activities leading to achieving the materials’ purpose and destination.
4. The client agrees that BMG Co. Inc. is not responsible for inability of the client to use received DNS of the website or multimedia product, which was included in the website order. BMG Co. Inc. is not obligated to any actions for the client in case when DNS does not remain on the server that is used and belongs to BMG Co. Inc. Hosting service is provided only if the domain and DNS are located on the server of BMG Co. Inc. Hosting fee and a fee for using the domain, which BMG Co. Inc. is an owner of, is paid by the client once a year and the amount can be variable. Failure to pay the hosting fee and domain fee by the client within 30 days of the due date will result in termination of the hosting services and functioning of all the domains that cooperate with specified in this agreement DNS.
5. The client agrees that BMG Co. Inc. has the right, in its sole discretion, to remove any and all products ordered by the Client, even if already in the market, when the agreement has expired and the client didn’t meet the agreement requirements or withdrawn from the agreement. Accordingly, the products won’t be given to the client. Any and all the products are those which were invented, designed, and produced by BMG or those in production of which BMG was participating in relation to this agreement. The same applies to domains which are owned by BMG Co. Inc. and are leased by the client or were described in the agreement.
6. Contracting BMG Co. Inc. to purchase a domain for the client will have separate specifications regarding the implementation conditions and it obligates the client to have his own account on specified server. Such order is considered to be a separate contract and cannot be processed within this agreement. Work performed to find a domain name incurs additional costs, which can be included in website design, and even when introduced to a client they always remain a property of BMG Co. Inc., in the form of a domain purchased by BMG Co Inc. and owned by BMG Co. Inc.
7. BMG has a right for the publication of its own logo, telephone number etc. on all ordered by the client materials.
8. The Client agrees that BMG Co. Inc. shall be solely responsible for the placement of all advertising materials and that, unless specifically agreed to, BMG Co. Inc. cannot guarantee that any advertisement will appear on a specific place on a target. Therefore, BMG has unlimited possibilities. Any limitations in fulfilling the obligations will not be a base to any claims of the client within this agreement.
9. The Client agrees to pay a minimum of 50% of the total order at the time of signing the agreement and pay the remaining balance within 10 business days from the date of this agreement. Client agrees that all unpaid balance(s) is a subject to additional charge of 20% of the remaining balance and a subject to 20% annual interest, from the date such balance(s) become past due, according to the date stated in this agreement. The receipt will be sent to the client once the entire balance, stated in the signed agreement, is paid in full. In case the Client fails to meet the obligations of this agreement, the Client will receive a bill with the charges stated above added to the original bill.
10. The Client agrees that cancellations, revisions and final approval of all orders will not be honored unless they are in writing, delivered electronically and are received by BMG Co. Inc. within 30 days from the date when this agreement is signed. Failure of the Client to fulfill the obligations, which he/she agrees to by signing this agreement, within 60 days of signing, is going to be considered by BMG Co. Inc. as cancellation of the agreement by the Client. By signing this agreement the client agrees with its content and confirms that it is valid for any contract which will take place between the client and BMG Co. Inc. If the client makes an order by phone or via email, without signing the agreement again, the order will be governed by agreement that was signed previously. A change in this agreement, after it has been signed, will not be valid until a new agreement with the changed content is signed.
11. The Client agrees, that cancellation of the agreement by the client, after the agreement has been signed by any authorized person, will result in “cancellation fee” which is equal to 50% of the order’s total value. Calculation of this fee is not dependent on any amount that has been paid by the client during the period of the agreement. In case of the client’s withdrawal from the agreement, the client agrees that he/she is not entitled to any refunds related to this agreement, regarding: amounts paid, work performed and materials which were used during work within this agreement.
12. The Client agrees that any and all advertising content created for the Client by BMG Co. Inc. and publications, shall be the sole property of BMG Co. Inc. and it may not be used by the Client without prior written consent of BMG Co. Inc. for the purposes not specified in the agreement. There is an additional fee if the Client wishes to receive electronic version of the order designed by BMG Co. Inc. The fee for the electronic version of work related to this agreement constitutes a minimum of 100% of an increased value, which was evaluated in this agreement, and receiving these materials and designs will constitute a separate order. Planning, graphic design, distribution, website advertising as well as other advertisement production or print, will be processed according to conditions listed in the agreement, however, BMG Co. Inc. reserves the right to temporary increase the time of processing prints or wait time for advertisement and graphic design processing, if it is not only the result of direct actions of BMG Co. Inc. or if BMG Co. Inc. has no direct influence on processing or production of advertising products. The same applies to increasing the time of products transport and delivery of materials to a specified by the client location.
13. The client agrees that all order rates include one (1) new artwork and up to two (2) corrections. BMG Co. Inc. will make every effort to avoid errors but is not responsible for misprints. The client is responsible for making and describing corrections, signing and delivering them electronically to BMG Co. Inc. by using received approval form for validating projects. Failure to approve the form validating the project for print, or any other multimedia purpose, will result in a stop of contract processing up to 60 days inclusive (see #10 of this agreement). Project corrections are: text changes, grammatical and stylistic corrections of the text, color change or changing pictures in one project. Any other interference by the client into changes of the proposed project prepared by BMG Co. Inc. and awaiting those changes by the client, will result in starting work on a new concept or a subject of the project. It will be client’s decision, which will give beginning to a new project, new illustrative material with two (2) corrections, and it will increase the cost of the project by, at the minimum, the same estimate amount which was specified in the agreement. Any additional correction, after the second (2) correction anticipated for one project, will increase the cost of the project by 50% of its value. The client is obligated to present and describe all elements related to the project’s subject before the work on the project has started, and he/she should do so by describing and providing all materials, needed for working with the project, electronically and within the time frame specified in the agreement. Abandonment or disregard of these activities will be substantially related to an increase of the cost of the project and order within this agreement and it will delay the deadline of the order’s completion or may lead to abandonment of the work related to the project.
14. BMG Co. Inc. shall have no liability for failure to execute accepted advertising orders because of governmental restrictions, acts of God, strikes, accidents, fires or any other cause beyond BMG Co. Inc. control affecting the production or distribution, including failure to send order related materials and client’s actions leading to and including a conflict with BMG regarding the execution of the project.
15. Client agrees that BMG Co. Inc. liability, if any, to the Client for failure to perform under this agreement shall be limited to the amount of money Client is charged for such products, minus the costs that BMG Co. Inc. has borne due to work related to this agreement. Conditions regarding this issue are discussed in #17 of this agreement.
16. Clients agrees to indemnify and hold BMG Co. Inc. harmless from any claims, losses, damages, judgments, expenses and costs (including any and all of attorneys’ fees and collection costs), caused by any act or omission of the Client (or any allegation thereof by third party) in connection with this agreement, including, without limitation, claims arising from the content of advertisement, trademark or copyright infringement, and any others claims made in connection with the products or services offered by Client through BMG Co. Inc. publications.
17. This agreement shall be governed by the laws of the state of FL and the Client agrees to the personal jurisdiction of appropriate courts within the state of FL, which shall be the exclusive forum for the adjudication of any disputes in connection with this agreement.
Changes made to the agreement come into effect on March 1st, 2013.