Terms

Last Updated: 22 Jan 2025

These Terms and Conditions (hereinafter, “Terms”) constitute an agreement between Loon Cyber Consulting LLC (“Company,” “we,” “us,” or “our”) and you or the entity you represent (“Client,” “you,” or “your”). By accepting an estimate, signing a contract, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Scope of Agreement

1.1 Estimates and Contracts
Any project estimate provided by Loon Cyber Consulting LLC sets forth the scope of services (“Services”) and an estimated total price. By accepting an estimate (or subsequent contract), you agree to engage Loon Cyber Consulting LLC to provide such Services in accordance with these Terms.

1.2 Additional Correspondence
Any discussions or correspondence prior to acceptance of these Terms are merged herein, and no prior statements or representations outside these Terms shall be considered binding unless expressly incorporated.

2. Responsibilities of the Parties

2.1 Client Responsibilities

• You warrant that you have the legal authority to enter into this agreement on behalf of yourself, your company, or your organization.
• You agree to provide all necessary materials, content, and information (e.g., text copy, images) to Loon Cyber Consulting LLC in a timely manner and in the format requested.
• You agree to review all work product, provide prompt feedback, and approve or sign off on work stages as needed to meet project deadlines.
• You agree to adhere to any deadlines or milestones mutually established for the project.
• You agree to follow the payment schedule outlined in Section 7 of these Terms.

2.2 Loon Cyber Consulting LLC Responsibilities

• We will perform the Services in a professional and timely manner.
• We will use reasonable efforts to meet all agreed-upon deadlines. However, we are not liable for missed launch dates or deadlines when you have delayed providing necessary materials, approvals, or sign-offs.
• We will maintain the confidentiality of any information you provide.
• We reserve the right to showcase the completed work in our portfolio and marketing materials unless expressly prohibited by a separate confidentiality or non-disclosure agreement.

3. Details of the Services

3.1 HTML/CSS Layout and Templates

• If the project includes front-end coding (HTML5, CSS3), we will deliver code tested in the latest versions of major browsers (e.g., Apple Safari, Google Chrome, Microsoft Edge, Mozilla Firefox).
• We will not test or ensure compatibility with outdated or abandoned browsers unless specifically agreed upon. Any additional coding or testing for older browsers will be billed at our hourly rate (see Section 7).

3.2 Text Content

• Unless explicitly stated in the original estimate, we are not responsible for writing or inputting text.
• We can provide copywriting or content input services at a rate of $50 per hour, after a free initial consultation.

3.3 Photographs and Media

• You shall supply any necessary photographs or media assets in either digital or printed format.
• If we assist in searching for, licensing, or creating photographs, we will charge an hourly rate of $50, following a free initial consultation to determine project needs.

3.4 Technical Support

• We do not offer ongoing support for third-party hosting services, as it is impossible to be proficient with all available server and email configurations.
• We do offer hosting and email services that we fully support under separate agreements or add-ons.

4. Changes and Revisions

4.1 Scope Changes

• The estimated or quoted prices are based on the scope you initially provided. If you request additional features, pages, or functionality beyond the agreed scope, we will bill these changes at the hourly rate set out in Section 7.
• We may request written documentation (e.g., email) to track and confirm changes.

4.2 Flexibility

• We understand that project requirements can evolve. We do not wish to limit your creative freedom; however, any additional work beyond the initial scope will incur additional fees as described above.

5. Copyright and Ownership

5.1 Client-Provided Materials

• You represent and warrant that you own or have permission to use any text, graphics, photos, designs, trademarks, or other materials you provide for the project.
• You agree to indemnify and hold harmless Loon Cyber Consulting LLC from any claim arising from the use of such materials.

5.2 Project Deliverables

• Upon final payment, you own all graphics and visual elements we create for you. We will provide you with digital copies, but are not responsible for storing backups indefinitely.
• You also retain ownership of text, photographs, and other data you provide, unless such materials are owned by a third party.
• We retain ownership of the underlying code (HTML, CSS, JavaScript, etc.) and license it to you for use on the specific project only, unless otherwise agreed.

5.3 Portfolio Rights

• We reserve the right to display and link to your completed project in our portfolio and marketing materials, and to discuss the project publicly for promotional purposes unless prohibited by a separate agreement.

6. Limitation of Liability and Disclaimer

6.1 No Guarantee of Error-Free Operation

• We cannot guarantee that any website or web page templates will be completely error-free or immune to downtime. We are not liable for any direct, indirect, or consequential damages resulting from the operation or inability to operate the website or related code.

6.2 Consequential Damages

• In no event will Loon Cyber Consulting LLC be liable to you or any third party for lost profits, lost savings, or incidental, consequential, or special damages arising out of the use of or inability to use the deliverables, even if advised in advance of the possibility of such damages.

6.3 Indemnification

• You agree to indemnify, defend, and hold harmless Loon Cyber Consulting LLC, its directors, officers, employees, and affiliates from any and all claims, liabilities, damages, or expenses (including reasonable attorney’s fees) arising from your breach of these Terms or misuse of the deliverables.

7. Payment Terms

7.1 Hourly Rate and Estimates

• Our standard hourly rate is $50 per hour for any additional services beyond the initial scope.
• The project estimate is based on the number of hours we anticipate needing to complete the requested deliverables. Any additional requests or revisions may lead to extra charges at the standard rate.

7.2 Billing and Invoicing

• Hourly work is typically billed every Sunday unless otherwise agreed upon in writing. Payment is due NET 30 from the invoice date.
• Fixed-scope projects may be billed under two primary structures:
  1. 50% Upfront / 50% Completion: You pay 50% of the project fee upfront and 50% upon project completion.
  2. Milestone-Based Payments: For longer-term projects, we may break down the total fee into multiple payments tied to specific milestones.

7.3 Late Payments

• A 1% monthly late fee may be added to any unpaid invoice after 30 days.
• After six (6) months of non-payment, Loon Cyber Consulting LLC reserves the right to revoke your license to use our code and/or suspend or shut down any hosted website or related services, at our discretion.

8. Marketing Communications and Opt-Out

8.1 Communications

• By engaging our Services or opting into our marketing list, you consent to receive promotional and informational messages from Loon Cyber Consulting LLC.

8.2 Opt-Out

• To stop receiving messages from Loon Cyber Consulting LLC, simply reply STOP, CANCEL, or UNSUBSCRIBE to any text message. You may also unsubscribe from emails by clicking the unsubscribe link provided in the email or by contacting us directly at [email protected].

9. Termination

9.1 Termination by the Client

• You may terminate the Services at any time by providing written notice. However, you remain responsible for payment of all work performed up to the date of termination.

9.2 Termination by Loon Cyber Consulting LLC

• We may terminate or suspend our Services immediately if you breach any material provision of these Terms or fail to make timely payments.
• Upon termination, any licenses granted to you under these Terms automatically terminate, and you must cease using our deliverables unless otherwise permitted under a separate written agreement.

10. Governing Law and Jurisdiction

10.1 Governing Law

• These Terms shall be governed by and construed in accordance with the laws of the United States and, specifically, the state in which Loon Cyber Consulting LLC is registered (unless otherwise specified in a separate contract).

10.2 Dispute Resolution

• Any dispute arising out of or relating to these Terms shall be resolved in accordance with applicable laws within the relevant jurisdiction of Loon Cyber Consulting LLC’s principal place of business.

11. Miscellaneous

11.1 Assignment

• You may not assign these Terms or any rights granted hereunder to any third party without our express written consent.

11.2 Severability

• If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

11.3 No Waiver

• Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in the future.

11.4 Entire Agreement

• These Terms, along with any applicable estimate, contract, or statement of work, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements or understandings.

12. Contact Information

If you have any questions about these Terms, our Services, or any other aspect of your relationship with Loon Cyber Consulting LLC, please contact us:

• Email: [email protected]
• Mailing Address: 2112 Broadway St NE Ste 225, #239, Minneapolis, MN 55413
• Phone: 320-412-5666

Acceptance of the Estimate

By accepting the estimate or proceeding with the Services, you acknowledge that you have read and agree to be bound by these Terms. If you do not agree, you must refrain from engaging our Services.