OFFER OF TERMS AND CONDITIONS



Effective as of July 8, 2025

This Offer of Terms and Conditions (“Agreement”) is presented by Markillion Inc., a California corporation (“Company,” “we,” or “us”), 1543 W 37th Pl, Los Angeles, CA 90018, email info@markillion.com. By clicking “Submit,” signing electronically, or otherwise indicating acceptance, you (“Client”) acknowledge that you have read, understood, and agree to be bound by this Agreement in full. No contract is formed until the Company confirms the project details and receives the pre-payment described below.



1. DEFINITIONS

Term


Meaning


“Services”

The website design, development, and related services described in the applicable Statement of Work (“SOW”).

“Deliverables”

The specific work product (e.g., designs, code, graphics) listed in the SOW that the Company agrees to create for the Client.

“Change Order”

A written modification to the SOW that alters scope, timeline, or price, signed (including e-signature) by both parties.

“Third-Party Materials”

Any software, stock images, fonts, plugins, or other content owned by a party other than the Company or Client.




2. ADVERTISING AND MARKETING DISCLAIMER


All information on our website and in marketing materials is for general advertising only and is not a binding offer. Prices, examples, and descriptions are indicative. The final scope, timeline, and price are set out in a mutually accepted written SOW or proposal.



3. STATEMENT OF WORK; CHANGE MANAGEMENT


3.1 SOW. Each project will have a separate SOW identifying Deliverables, milestones, acceptance criteria, and total price.

3.2 Client Cooperation. The Client must supply all required content, feedback, and system access in a timely manner. Delays attributable to the Client automatically extend deadlines and may result in additional fees at the Company’s then-current hourly rate.

3.3 Change Orders. Any change to the SOW must be documented in a Change Order. The Company will quote the impact on fees and timeline; work on the change begins only after Client approval and payment of any additional fees.



4. TOOLS AND THIRD-PARTY SERVICES


We may use any tools, subcontractors, or third-party services (including website builders such as Tilda.cc) necessary to deliver the project. Third-party platforms may require separate fees or subscriptions payable directly by the Client, who must also comply with all applicable license terms.



5. CLIENT RESPONSIBILITIES


The Client warrants that all content, trademarks, and data provided to the Company are properly licensed, non-infringing, and compliant with applicable laws. The Client is solely responsible for final review and approval of all Deliverables.



6. PAYMENT TERMS (100 % PRE-PAYMENT)


  • Invoice Issuance. An invoice for 100 % of the project price will be issued upon SOW execution and is due on receipt.
  • Payment Method & Fees. Payments must be made in U.S. dollars by ACH, wire, or credit card; the Client bears all transaction fees and taxes.
  • Late Fees. Overdue amounts accrue interest at 1.5 % per month (or the maximum lawful rate, if lower).
  • Non-Refundable. All payments are non-refundable once work has commenced, except where the Company terminates the project without cause.




7. CONFIDENTIALITY; DATA SECURITY; INSURANCE


7.1 Confidentiality. Each party shall keep the other’s non-public information confidential and use it only to perform this Agreement.

7.2 Data Security. The Company will use commercially reasonable administrative, technical, and physical safeguards to protect Client data in its possession.

7.3 Insurance. The Company maintains commercial general liability and technology errors-and-omissions coverage of not less than US $1 million per occurrence.



8. NO LEGAL, TAX, OR COMPLIANCE ADVICE


The Company is not a law firm and does not provide legal, tax, accounting, or regulatory advice. Any Privacy Policy, Terms of Service, or similar text placed on a site are visual placeholders only. The Client is responsible for supplying and approving legally compliant language.



9. ACCESSIBILITY & REGULATORY COMPLIANCE DISCLAIMER


Unless expressly purchased as an add-on in the SOW, the Services do not include compliance with the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), HIPAA, COPPA, CCPA, or other sector-specific regulations. The Client is solely responsible for ensuring that the finished site meets all applicable accessibility and legal requirements.



10. MAINTENANCE, HOSTING, AND SUPPORT


The engagement ends upon Client acceptance of the Deliverables. Ongoing updates, bug fixes, hosting, backups, or support require a separate maintenance plan at the Company’s standard rates.



11. INTELLECTUAL PROPERTY


11.1 Ownership. Upon full payment, the Client owns the custom Deliverables, subject to Third-Party Materials and the Company’s pre-existing tools (which remain the property of their owners).

11.2 License to Pre-Existing Materials. The Company grants the Client a non-exclusive, worldwide, royalty-free license to use any pre-existing Company tools incorporated into the Deliverables solely as part of the finished website.



12. PORTFOLIO & PUBLICITY


The Client grants the Company the right to display the completed website, the Client’s name, logo, and non-confidential testimonials in the Company’s portfolio and marketing materials unless the Client opts out in writing before project acceptance.



13. INDEMNIFICATION


The Client will indemnify, defend, and hold harmless the Company and its affiliates from any third-party claims, damages, or expenses arising out of (a) Client-supplied content, (b) the Client’s use of the website, or (c) the Client’s breach of this Agreement.



14. DISCLAIMERS OF WARRANTY


Except as expressly stated, the Services and Deliverables are provided “AS IS” without warranties of any kind, whether express, implied, or statutory. The Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.



15. LIMITATION OF LIABILITY; § 1542 WAIVER


15.1 Cap. The Company’s total liability for any claim under this Agreement will not exceed the total fees paid by the Client hereunder, notwithstanding any failure of essential purpose of any limited remedy.

15.2 Exclusion of Damages. The Company will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill.

15.3 California Civil Code § 1542 Waiver.
THE PARTIES EXPRESSLY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE…”



16. TERMINATION & SUSPENSION


16.1 For Cause. Either party may terminate this Agreement immediately if the other materially breaches and fails to cure within ten (10) days of written notice. Non-payment is a material breach. The Company may suspend work until payment is received.

16.2 For Convenience (Client). The Client may terminate for convenience upon ten (10) days’ written notice, subject to a non-refundable wind-down fee equal to 30 % of the remaining unpaid contract price.

16.3 For Convenience (Company). The Company may terminate for convenience upon written notice and will refund any unearned fees for work not yet performed.



17. FORCE MAJEURE


Neither party is liable for delay or failure to perform due to events beyond its reasonable control (including natural disasters, epidemics, governmental actions, labor shortages, or supply-chain failures). Deadlines will be extended for the duration of the force-majeure event.



18. GOVERNING LAW; DISPUTE RESOLUTION; E-SIGNATURE


18.1 Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict-of-law rules.

18.2 Dispute Resolution Ladder.

  1. Good-faith negotiation for thirty (30) days.
  2. If unresolved, confidential mediation in Los Angeles County through JAMS or a similar provider.
  3. If mediation fails, either party may bring an action exclusively in the state or federal courts located in Los Angeles County, California. The parties waive any right to participate in a class action against the other.


18.3 Electronic Signatures & Communications. The parties agree that electronic signatures and records satisfy any legal signature requirement under the federal E-SIGN Act and California UETA. Email is an approved method for routine notices; formal notices must be sent to the addresses above (or updated in writing).



19. MISCELLANEOUS


  • Entire Agreement. This Agreement and any SOW constitute the entire agreement between the parties and supersede all prior understandings.
  • Amendments. Changes must be in a written amendment or Change Order signed by both parties.
  • Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
  • Assignment. The Client may not assign this Agreement without the Company’s prior written consent; the Company may assign or subcontract performance as needed.
  • Independent Contractor. The Company is an independent contractor and not an employee, partner, or agent of the Client.
  • Headings. Headings are for convenience only and do not affect interpretation.



By clicking “Submit” or otherwise indicating acceptance, you confirm that you have read, understood, and agree to be bound by this Agreement.


Markillion Inc. • 1543 W 37th Pl, Los Angeles, CA 90018 • info@markillion.com
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