mattcici.com Terms of Service

Updated: December 2025. 
 

This Agreement is entered into by and between Matt Cici (the "Contractor") and you (the "Client"), collectively referred to as the “Parties.” By submitting payment, the Client acknowledges having read, understood, and agreed to these Terms.

 

Signatures and Terms of Agreement

"In witness whereof, the Parties agree to the Terms of this Agreement as of the date payment is submitted (the “Effective Date”).

 

Services

Contractor agrees to perform the services (the “Services”) as outlined under the Joy model. The Joy model provides a variety of services asynchronously, including website design, development, and training tasks. Clients can submit unlimited requests within their subscription plan, with an average turnaround time of three days for most requests. More complex projects may require additional time. The scope of work and deliverables are determined by the Client's active subscription plan and associated features. Examples of deliverables include website layouts, graphic design elements, and training materials. Requests that require extensive custom coding or complex integrations may require additional time and may not fall under the standard subscription plan.

 

Relationship of Parties

Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, "Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between Contractor and Client. All communication and collaboration will occur asynchronously unless otherwise agreed upon in writing. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor.

 

Acceptances

The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to provide timely responses, materials, and approvals as requested by the Contractor. Communication will occur asynchronously through designated platforms, and delays in communication may result in service pauses without extension of the subscription period. Timely responses from the Client are defined as responses provided within 3 days. A reasonable timeframe for Client feedback will typically be considered as 3 days..

 

Payment Terms

Client understands the importance of paying independent contractors in a timely manner and wants to maintain a positive working relationship with Contractor to keep the project moving forward.

 

Payments for the Services are due upfront and billed according to the selected subscription plan. Subscriptions are non-refundable, including unused portions. Work will not commence until payment is received in full for the billing period. Contractor reserves the right to stop work until payment is received.

 

Term & Termination

Subscriptions may be paused or canceled by the Client at any time by providing written notice at least one (1) day prior to the next billing cycle. Pausing stops the countdown of the remaining subscription days but does not backdate or adjust any unused time prior to the pause request. The remaining subscription days will resume when reactivated. When a subscription is paused, the countdown of the remaining subscription days will stop, and the subscription will resume only upon the Client's request. However, the Contractor cannot guarantee an immediate resumption of services if the pause has been in effect for an extended duration. For the purposes of this Agreement, an 'extended duration' shall be defined as any pause lasting longer than 14 days. The Contractor will communicate any anticipated timelines for resuming services based on current workloads and availability. Refunds are not provided for unused time in the current billing period. Clients are responsible for managing their subscription status and communicating pause requests directly to the Contractor.

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The Contractor reserves the right to terminate this Agreement immediately if the Client breaches any terms of this Agreement. Termination for any reason does not affect the rights granted to the Client for deliverables completed and paid for prior to termination. Any provisions that, by their nature, imply survival (e.g., confidentiality, ownership, and indemnification) shall remain in effect after termination.

 

Ownership and Licenses

Deliverables and materials developed under this Agreement become the Client's property upon full payment for the corresponding service period. Subscription fees cover services provided but do not include ownership rights for ongoing updates or changes made under the Services unless explicitly agreed upon in writing. The Contractor retains the right to showcase completed work for portfolio purposes, as long as it does not include any confidential information provided by the Client.

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Notices

Notices and communication related to this Agreement shall be made via Basecamp or other designated platforms as specified by the Contractor. Notifications sent through these platforms will be deemed effective once delivered, provided no error or 'bounce back' is received. Clients are responsible for keeping their contact information and access to the designated platform up to date.

 

Project Scope and Changes

Work performed under the Services is limited to the deliverables and services outlined within the selected subscription plan. Any additional requests outside the defined scope may require a separate agreement or upgrade to a higher subscription tier.

 

Changes

Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.

 

Project Delays

Timely responses, materials, and access from the Client are essential to maintain workflow and meet delivery timelines. The Client is responsible for providing all necessary materials and access required for the Contractor to execute services efficiently. This includes providing timely feedback, resources, and any necessary login credentials. If the Client fails to provide required resources, materials, or feedback within a reasonable timeframe, the Contractor may pause the service until the necessary input is received. Delays caused by the Client do not extend the subscription period.

 

Warranty

Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect.

 

EXCEPT AS SET FORTH IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

 

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

 

Indemnification and Limitation of Liability

Contractor and Client agree to indemnify and hold each other harmless against any claims, damages, or liabilities arising from their respective negligence or breaches of this Agreement. Contractor’s liability is limited to direct damages only and shall not exceed the total fees paid by Client for the single subscription billing period in which the claim arises. This limitation applies regardless of the nature of the claim. Contractor is not liable for incidental, consequential, or indirect damages, including but not limited to loss of business or profits, even if advised of the possibility of such damages. This limitation of liability does not apply to claims resulting from gross negligence or willful misconduct by either party.

 

Confidentiality & Non-Disclosure

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”. This includes all personal data handled during the course of service, and both parties agree to comply with applicable data protection laws.

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This Confidentiality & Non-Disclosure section shall supersede any previous Non-Disclosure Agreements (NDAs) or confidentiality agreements between the parties. In the event of any conflict between this Agreement and any previously executed NDA, the terms of this section shall prevail.

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In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of three (3) years. This duration applies to all types of confidential information unless otherwise specified.

 

Right to Authorship Credit

Work may feature credit text such as 'Created by Matt Cici' or 'made by a creative,' included at the Contractor’s discretion. Clients may not remove or alter such credit without prior written consent. Contractor reserves the right to showcase completed work for portfolio purposes, provided no confidential information is disclosed.

 

Wix Marketplace Terms

Client agrees to keep Contractor assigned to the Wix website as a Contributor even after the services have been completed.

Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a professional and timely manner. Contractor will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.

 

Expense Reimbursement

Client shall reimburse all expenses that are reasonable and that have been authorized in writing by Client in advance; payable within seven (7) days of itemized invoice.

 

Force Majeure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities. A party may delay performance for up to 30 days before either party may terminate this Agreement.

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Appropriate Conduct

Client and Contractor will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement, Contractor believes that they have been subjected to harassing behavior on the part of Client or Client’s staff, Contractor will notify Client immediately. Such behavior will constitute a breach of this Agreement and entitle Contractor to terminate this Agreement immediately, forfeiting any ongoing work or planned service hours, and the Contractor will be entitled to full payment of existing billing period and/or any completed work without limiting any other right or remedy available to Contractor by law.

 

Terms and Conditions

The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

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Miscellaneous

The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by terms checkbox or agreement, manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

 

Both parties agree to comply with applicable data protection laws, including GDPR where applicable. The Contractor shall implement reasonable measures to protect personal data handled during the course of service. The Contractor shall inform the Client of their rights regarding personal data, including the right to access, correct, or request deletion of their personal data in accordance with applicable laws.

 

Entire Contract

This Agreement supersedes any previous arrangements, oral or written. The Contractor reserves the right to update these Terms to reflect changes in services. Updates will apply automatically at the start of the Client’s next subscription period. It is the Client’s responsibility to review the latest version of the Terms available on the Contractor’s website or other designated platforms. Continued use of the Services will constitute acceptance of these changes.

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Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction of Minnesota, United States, the Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction. In the event that the Contractor's primary business location changes, jurisdiction will be determined based on the new primary business location as stated in future notifications.

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In the event of a dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through direct negotiation in good faith. The parties commit to maintaining open lines of communication to address any concerns promptly and will make every effort to resolve disputes amicably before considering any further action. If unresolved within 30 days, either party may initiate mediation.  If mediation fails, disputes shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA), or another mutually agreed upon arbitration organization. The Client agrees to be responsible for all costs associated with the resolution of the dispute, including but not limited to mediation and arbitration fees.

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The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.