Epicenter Terms of Service

These Standard Terms of Service (the “Terms”) contain the terms and conditions upon which Epicenter, Inc. (“Epicenter”) provides services (the “Services”) to any customer (the “Customer”). The complete agreement between the parties (the “Agreement”) consists of these Terms and all the Service Contracts with the Customer. In the event of any conflict between a Service Contract and the Terms, the Service Contract shall govern. Epicenter reserves the right to change, modify, add, or remove portions of these Terms at any time. Such modifications and additional terms and conditions will be communicated to the Customer and will be effective immediately. Customer’s continued receipt of the Services following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.

1. Services

1. Unless expressly stated in a Service Contract, the Services shall be performed for one (1) customer website (the “Website”).
2. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these Terms. Customer agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner.
3. Unless explicitly agreed otherwise in the applicable Service Contract, the Customer shall be responsible for payment for any third-party materials, including tools, services, plug-ins, extensions, graphics, sounds, texts, or other content required for the Website.

2. Fees and Payment Terms

1. Customer shall pay to Epicenter all fees due for the Services according to the prices and terms listed in the Service Contracts, together with all reasonable fees and costs for third-party products or services Epicenter procures on behalf of Customer, to the extent approved by Customer in writing.
2. All undisputed fees and charges are due within thirty (30) days after Customer’s receipt of invoice.
3. Fees are exclusive of taxes, and Customer is responsible for paying all applicable taxes.

3. Term; Termination

1. The term of this Agreement shall begin upon execution of a Service Contract and continue until terminated as described in this section.
2. Either party may terminate for cause with written notice if the other party breaches the Agreement and fails to cure the breach within fifteen (15) days.

4. Responsibilities

1. Customer shall designate a representative responsible for managing obligations and providing necessary information and access to Epicenter.
2. Epicenter shall not be responsible for delays caused by Customer’s lack of timely feedback or approval.

5. Business Hours

All services will be provided during normal business hours: 10:00 AM – 6:00 PM (EST), Monday through Thursday, and 10:00 AM – 3:00 PM on Friday, excluding Epicenter holidays.

6. Compliance with Laws

Customer shall comply with all applicable laws, including those related to privacy, consumer protection, and marketing.

Proprietary Rights

1. Ownership of Epicenter Content: Except for content and materials provided by Customer (“Customer Content”), all content and materials created, used, or provided by Epicenter in connection with the Services, including, without limitation, text, software, scripts, source and object code, APIs, graphics, templates, design elements, methodologies, interactive features, and any derivative works, improvements, or modifications thereof (“Epicenter Content”), and all intellectual property rights therein, are and shall remain the sole property of Epicenter or its licensors. No ownership or intellectual property rights are transferred to the Customer by this Agreement.
2. License to Customer: Epicenter grants Customer a non-exclusive, non-transferable, revocable license to use Epicenter Content solely for the purpose of the specific project as outlined in the Service Contract. This license may not be sublicensed, sold, shared, or otherwise distributed. Any use of Epicenter Content beyond the agreed scope requires prior written consent from Epicenter and may be subject to additional licensing fees.
3. Restrictions on Use: Customer agrees that Epicenter Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, reverse-engineered, modified, or otherwise exploited in any form or by any means without the express prior written consent of Epicenter. Unauthorized use of Epicenter Content may result in penalties or damages as determined by law.
4. Attribution and Moral Rights: Epicenter retains the right to be credited for its work in all deliverables and marketing materials. Customer waives any claims to authorship of Epicenter Content and agrees not to remove or obscure Epicenter’s attribution from any deliverable.
5. Marketing and Portfolio Rights: Customer grants Epicenter the unrestricted right to use screenshots, deliverables, and any publicly visible aspects of the project in its portfolio, case studies, marketing materials, or promotional content.
6. Customer Content: Customer represents and warrants that it owns or has obtained all necessary rights, licenses, and permissions to use any Customer Content provided to Epicenter, including, but not limited to, designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, and other materials. Customer shall defend, indemnify, and hold Epicenter harmless against any claims arising from the use of Customer Content, including infringement of intellectual property rights.
7. Audit and Compliance: Epicenter reserves the right to audit Customer’s use of Epicenter Content to ensure compliance with this Agreement. Customer agrees to cooperate fully with any such audit.
8. Termination of License: The license to use Epicenter Content is automatically revoked upon termination of this Agreement or the applicable Service Contract. Upon termination, Customer must cease all use of Epicenter Content and return or destroy any copies in its possession.
9. Third-Party Materials: If Epicenter integrates third-party materials into the deliverables, such materials are subject to the terms and conditions of the respective third-party licenses. Epicenter shall not be liable for any misuse of such materials by the Customer.
10. Survival of Terms: The provisions of this section, including but not limited to intellectual property ownership, use restrictions, attribution, and indemnification, shall survive termination of this Agreement.

8. Representations and Warranties

Each party warrants that they have the legal right to enter into this Agreement and perform their obligations.

9. Confidential Information

Each party agrees to keep the other’s Confidential Information secure and not disclose it without consent, except as required by law.

10. Disclaimer of Warranties

The Services are provided “as is” without warranties of any kind, including implied warranties of merchantability or fitness for a particular purpose.

11. Indemnity

Customer agrees to indemnify Epicenter against claims arising from Customer Content or breach of the Agreement.

12. General

This Agreement constitutes the exclusive statement of all mutual understandings between the parties.

13. Governing Law

This Agreement is governed by the laws of the State of Texas.