Terms & Conditions

Terms and Conditions

Overview.

Welcome to Merlin Creative, Inc. (the “Company”).  We invent and deliver creative digital platforms and content through our curated network of top-tier talent, and we’re excited about our partnership together. These are our Standard Terms & Conditions of Service, which sets out the services, fees and other terms of our engagement (the “Engagement”).

Services.

We will provide the Customer (“you”) with creative talent (our “Partners”) and services which may include, but are not limited to, interactive, social media, multi-media, design, strategic communications, messaging, project management, research, writing and content creation. The services of our company and Partners may be obtained individually or collectively, at your discretion.

Consideration.

For our services, we charge per person hour worked, as explained in our pricing policy at the time you sign up as a Customer, available at thinkmerlin.com/pricing.  Specific fees may vary based on pricing plan and/or other considerations made at the time of sign up.  Billable time is measured in increments of 1/10th of an hour.  Our fees may be amended from time to time, and you will be given notice no less than 30 days in advance of any change in fees using the E-mail address you provided when you signed up, which can be amended by you at any time by signing into your account and managing your profile settings. You will be billed or charged no less than monthly for services rendered during the previous month for ongoing projects, or, upon completion of any specific project, either on the credit card you provided or, if specifically agreed to by the Company, against funds placed in escrow. We will bill for expenses incurred in the performance of the services provided that, without advance notice, no single expense shall be greater than $100 without prior approval or, in the case of subcontractors, no expense shall be incurred at an hourly rate greater than our hourly fee for service. Any work product we create will remain our property until fees for such work product are fully satisfied, at which time you will become the sole owner of the work product. Nonetheless, we reserve the right to utilize any work product created by the Company for the promotion of the Company, unless specifically agreed to in writing prior to the commencement of a project.

Term.

Our Engagement will continue indefinitely unless terminated (the “Term”). Either of us can terminate the Engagement at any time for any reason. Upon termination, all fees incurred prior to the termination, or that subsequently become incurred as a result of actions taken prior to the termination, will become due immediately. This Engagement shall survive the sale of the Company or the or substantial transfer of our assets, customers or business to any other entity.

Confidential & Proprietary Information.

We acknowledge that, from time to time, we may become party to Confidential and Proprietary Information about each other. We both acknowledge that Confidential and Proprietary Information is a special, valuable and unique asset, and agree to keep in confidence and trust all Confidential and Proprietary Information. “Confidential and Proprietary Information” means all information, whether in electronic, written, or any other form, of a confidential, proprietary, or secret nature that is or may be applicable or related in any way to the present or future business of either party or any of either party’s clients or customers, including but not limited to any trade secrets, processes, formulas, data, knowhow, compensation systems or methods, improvements, inventions, source codes, computer software, nonpublic financial information, algorithms, databases, flow charts, tables, design information, techniques, lists, marketing plans and strategies, and any and all other nonpublic information concerning our business, clients, customers, contractors or vendors.

Non-Solicitation.

During the Term of this Engagement and for a period of one year following termination, you agree not induce or attempt to induce directly or indirectly any of our employees, contractors, members or representatives to terminate his or its employment or business relationship with us, unless permission to do so is provided in writing, including via E-mail.

Indemnity.

We mutually agree to release and hold each other and any of our past, present or future parents, partners, subsidiaries, predecessors, successors, affiliates, agents and assigns and their respective owners, directors, employees, representatives and attorneys (the “Indemnitees”) harmless from and indemnify them against any and all liabilities, costs, damages, losses and expenses, including reasonable attorneys’ fees, that the Indemnitees incur as a result of any claim, suit, demand, or proceeding instituted against any of them on the basis that the Services infringe on any personal or proprietary right of any third party, including but not limited to rights asserted under any contract or under patent, copyright, trade dress, or trade secret law. This also includes all liability or claims arising from accidents or injury to our employees or third parties acting under the your direct supervision in the course of the performance of the Services. We retain the sole discretion to choose our own legal representation in such matters. This shall survive the termination of our Engagement.

Representations.

Finally, you represent and warrant that you are able to enter into this Engagement, and that such ability is not limited or restricted by any agreements or understandings between yourself and any other persons or companies.