BrainWave Connection Company Overview

TERMS AND CONDITIONS

Current Terms & Conditions:

INTELLECTUAL PROPERTY AND REPRODUCTION RESTRICTIONS
Like other providers of intellectual-property services, BrainWave does not sell its work-product. Rather, it sells licenses to its clients to use its work-product. Brainwave shall at all times retain ownership of all work-product that it creates, whether copyrightable or not, even after termination of the relationship with the client for which that work-product was created, unless otherwise indicated by BrainWave in writing on or within the work-product. Some of BrainWave’s printed materials, web applications, displays, communications, emails and web code used for digital displays may contain elements that BrainWave leases from other providers on terms that restrict their usage and duplication. Unauthorized duplication and use of BrainWave’s printed materials, web applications, displays, communications, emails and web code is therefore prohibited. No printed materials, digital or printed photographs, or other graphic matter owned by BrainWave may be reprinted, reproduced, re-created, or duplicated without BrainWave’s written permission.

ARCHIVING
Artwork and materials that BrainWave receives from its clients will be held for three months past job completion and may be disposed of thereafter at BrainWave’s discretion, unless otherwise specified in writing by client. Special arrangements may be made for additional archiving, documentation and safe-keeping for longer periods of time. Please inquire about options.

INDEMNIFICATION
The client will indemnify BrainWave, defend BrainWave, and hold BrainWave harmless against any liability to any third party resulting from the client’s use of any written, electronic, digital, or other materials, words, or things, obtained by the client from or through BrainWave, that are or are alleged to be the property of third parties from whom BrainWave has itself obtained them.

AUTHORIZATION
Time spent by BrainWave employees on projects for clients is billed at rates varying between $65 and $150 per hour per person. Work requested by a client and commenced without specifications or estimate will be billed by Brainwave at these rates, usually at the end of each month. When BrainWave requests written authorization from a client before proceeding with a project, an authorization form must be signed by a responsible party. Purchase orders, signed estimates, emails indicating acceptance of estimates, vouchers and authorizations are acceptable forms of authorization.

ESTIMATES
All estimates are based on preliminary specifications developed prior to job design. As the job progresses, the specifications may change, often substantially. Specification forms are available to the client upon request at the time of estimate. Estimates are valid for 30 days from date issued and subject to a 10% variance. Changes to specifications after the estimate is approved will result in changes to the final bill. BrainWave reserves the right to re-estimate or pass on cost changes to the client. Unless otherwise specified, all BrainWave estimates will include one revision to the concept/layout or to the final document. All additional revisions will be billed as unquoted additional costs.

RUSH CHARGES
Any deliveries requested by the client that are above and beyond the industry standard time allocations may result in rush charges to the client in addition to charges reflected in the project estimate.

APPROVALS
BrainWave reserves the right to require the client to sign print layouts and proofs prior to production. In that event, the client’s failure to return signed layouts or proofs may result in the delay of production. BrainWave will not be responsible for any problems, delay or defects that lack of timely proof approval may cause. BrainWave will not be responsible for any problems this may cause. All digital documents must be returned via email or acceptance form with reference to the URL or document identifier clearly indicated. Delays can result if written approvals are not received from the client.

CONFIDENTIALITY
BrainWave will hold in confidence any proprietary information of the client upon the client’s written request, in which case no dissemination or duplication will occur except where work processes require. Additional security measures or encoding and encrypting measures for information are available upon request and specification. The client will hold all BrainWave processes, inventions, methods, code, applications and work process materials in confidence and shall not disseminate them to anyone without prior written approval from BrainWave.

PAYMENT TERMS
All invoices from BrainWave are due and payable within 30 days of the date on which they are sent. If the client does not give written notice, within 30 days of receiving a bill, of an intention to dispute the bill and the reasons for disputing it, the bill will be conclusively presumed to be proper and payable. Invoices that are not paid in full within 30 days bear interest at the rate of 1.5% per month, compounded on January 1 of each year. If BrainWave is the prevailing party in any lawsuit between a client and BrainWave, the client shall also pay all out-of-pocket expenses and attorney fees incurred by BrainWave in that lawsuit. Failure to pay when due will also, at BrainWave’s discretion, result in the suspension of web-hosting services, the disabling of on-line access to BrainWave work-product, and/or other interruptions or terminations of service. BrainWave reserves the right, in that event, to charge an additional fee for the re-establishment of the interrupted service. BrainWave will not be held liable by client for any consequences arising from interruption of services because of delinquent client payments.

TERMINATION
Where a contract between BrainWave and a client permits the client to terminate BrainWave, such termination shall be effective no sooner than 90 days after BrainWave’s receipt of written notice of termination, signed by the client. No such termination shall be effective without such written notice. In the event of termination by the client, arrangements must be made and mutually agreed upon to determine what work product, data, applications, subscriptions, or support materials will be retained or accessible by the client. The client will be liable for all costs, fees, and penalties incurred by BrainWave for services on behalf of the client through the termination date and for any costs which cannot be cancelled or which are covered by other contracts binding on BrainWave.

JURISDICTION
The sole and exclusive forum for the litigation of any disputes between BrainWave and its clients shall be the Common Pleas Court of Montgomery County, Ohio. Ohio law shall govern all contracts into which BrainWave enters.

IMAGES
At BrainWave Connection Inc, we do provide our clients with properly licensed, leased stock photography.
This photography could appear in various media, Brainwave Connection Inc. Does NOT use any
images that are owned by Getty Images, Corbus or any of their subsidiaries.

Terms and Conditions effective prior to January 7, 2009:

COPYRIGHTS AND REPRODUCTION RESTRICTIONS
All copyrights belong to BrainWave Connection, Inc. unless otherwise indicated on or within the work product. All printed materials, web applications, displays, communications, emails and web code used for digital displays contain elements which may be leased or have usage restrictions -- unauthorized duplication and use is forbidden and could result in legal liability for the party violating this agreement. Some materials included in the project may have copyright or reproduction restrictions. Some materials (needed for printing purposes) may be held by the printer. Reprint authorization will occur only with BrainWave Connection permission.

ARCHIVING
Archiving of artwork and materials will be held for 3 months past job completion and may be disposed of thereafter at BrainWave’s discretion, unless otherwise specified by client. Special arrangements may be made for additional archiving, documentation and safe-keeping for longer periods of time. Please inquire about options.

AUTHORIZATION
Work that is requested by client and commenced without specifications or estimate will be billed by Brainwave at normal hourly rates, at the end of each month. Hourly rates vary between $65 and $150 per hour, depending on function performed. An authorization form must be signed by a responsible party or clear request made and direction given. Request must be provided by the responsible party in written or email form. Purchase orders, vouchers and authorizations are acceptable forms of authorization.

BrainWave Connection reserves the right to re-estimate or pass on cost changes to the client.

CHANGES/REVISIONS
Unless otherwise specified, all BrainWave estimates will include one revision to the concept/layout or to the final document. All additional revisions will be billed as unquoted additional costs.

RUSH CHARGES
Any deliveries requested by the client that are above and beyond the industry standard time allocations may result in rush charges not reflected in the original project estimate and will be billed.

APPROVALS
All print layouts and proofs must be signed by the client and returned to BrainWave Connection prior to production. No verbal approvals will be accepted. Failure to return signed layouts or proofs may result in the delay of production and BrainWave will not be held responsible for any problems this may cause. All digital documents must be returned via email or acceptance form with reference to the url or document identifier clearly indicated. Delays can result if proper approvals are not received from the client representative.

CONFIDENTIALITY
BrainWave holds all client information in confidence and may be subject to separate confidentiality agreements. No dissemination or duplication will be engaged in except where work processes require. Additional security measures or encoding and encrypting measures are available for information upon request and specification. Client will hold all BrainWave processes, inventions, methods, code, applications and work process materials in confidence and not disseminate prior items to any unauthorized third parties without prior written approval from BrainWave Connection, Inc.

PAYMENT TERMS
Payment terms are specified on the estimate. Monthly charges are due as indicated on the invoice. Any invoice 30 days past due will be subject to 1.5% service charges per month. Delayed payment may result in interruption of service for the period of delinquency. Re-establishment of service may result in a charge for re-connection costs. Failure to pay will result in the account being turned over to a collection agency, and, if necessary, legal action will be taken to collect the funds due BrainWave Connection, Inc.

CONTRACT TERMINATION REQUEST
Any decision by (Client) or Brainwave Connection to initiate a Termination of Contract or agreement must be proceeded by a termination request not less than 60 days prior to requested termination date. This request must be made by notification below.

TERMINATION NOTIFICATION
Notification must occur not less than 60 days prior to the cancellation taking effect. Request must be accompanied by a faxable document with signature by authorized Client representative.

TERMINATION CAUSE
The Party requesting the Termination of Contract must indicate cause.

ARCHIVING
Arrangements must be made and mutually agreed upon to determine what will be retained or accessible by Client of any work product, data, applications, subscriptions, or support materials.

PROPRIETARY AND OR LICENSED PROPERTY
All inventions and processes, remain subject to BrainWave and third party intellectual property restrictions and conditions.

CONTRACT TERMINATION AGREEMENT
All of the above factors will be included into an agreement and signed by representatives of both parties.

OBLIGATIONS
Client will be liable for all costs, fees, penalties, incurred by BrainWave for services on behalf of Client contract through the termination date and any and all costs which cannot be cancelled or costs which are covered by other contracts binding on BrainWave Connection in fulfillment of the Client Contract. All such obligations must be paid in full prior to termination date.

Default occurs when Client has not paid in full Obligations above. Default may cause interruption of service, costs for resumption of service, or an initiation by BrainWave Connection of collection efforts, including an injunctive relief from the court system of the State of Ohio.

JURISDICTION
Any remedy or appeals to a court for relief for default on contract violation will be subject to the Laws of the State of Ohio and Jurisdiction will be in Dayton Ohio Courts.