Terms and Conditions
Time for Payment
All invoices are to be paid in full within 10 days of receipt. A 1.5% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.
Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Clients approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more.
The Client shall be responsible for making additional payments at $60 per hour for changes requested by the Client after the specified number of included revision cycles have been exhausted. The Client shall offer the Designer the first opportunity to make any changes.
The Client shall be responsible for providing content to the Designer in a timely manner. Any revisions should be submitted to the Designer within 5 business days of receipt of last draft. Any delays incurred may extend the project deadline.
The Client shall reimburse the Designer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment.
In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by Designer, and Designer shall be compensated by the Client for the services performed through the date of cancellation based on a prorated portion of the fees due.
Ownership and Return of Artwork
The Designer retains ownership of all original artwork, whether preliminary or final, and the Client shall return such artwork within 30 days of use unless indicated otherwise in proposal.
All displays or publications of the deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the deliverables in Designer’s portfolios and websites, and in galleries, graphic design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
The Client shall indemnify the Designer against all claims and expenses, including reasonable attorneys fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Modification of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.
Uniform Commercial Code
The above terms incorporate Article 2 of the Uniform Commercial Code.
Code of Fair Practice
The Client and the Designer agree to comply with the provisions of the Code of Fair Practice.
Warranty of Originality
The Designer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designers product that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Clients use of the Designers product to the extent such use infringes on the rights of others.
Limitation of Liability
THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Any disputes in excess of $5,000 arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in the favor of the Designer.
Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms.