| Terms and Conditions |
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| 1 Time for Payment |
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| All invoices shall be paid within 30 days of receipt. A 2% service charge, in addition to all bank fees incurred, will be applied to the sum of all returned payments. The grant of any license or right of copyright is conditioned on receipt of full payment. |
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| 2. Warranty of Originality |
The Designer warrants and represents that, to the best of his or her knowledge, any work assigned is original and has not been previously published; that all work or portions thereof obtained through the Client from third parties is original or, if previously published, that consent to use has been obtained; that the Designer has full authority to create a legally binding contract; 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 Designer’s product that may infringe on the rights of others. Client expressly agrees that he or she will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others. |
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| 3. Changes |
Client shall make additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion, etc.) creating additional art is prohibited without the express permission of the Designer. The Client shall offer the Designer the first opportunity to make any changes. |
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| 4. Expenses |
Client shall reimburse Designer for all expenses arising from this assignment, including the payment of any sales tax due on this assignment. |
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| 5. Cancellation |
In the event of cancellation of an assignment, ownership of all copyrights and all original artwork, including preliminary material, shall be retained by the Designer. A cancellation fee for work completed, based on a prorated portion of the contract price and expenses already incurred (including time spent), shall be paid by the Client. If the Client fails to contact the Designer, and the Designer is unable to contact the Client, for more than 30 days, cancellation of the assignment will be presumed and the above terms will apply. |
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| 6. Ownership of Artwork |
The Designer will retain ownership of rights to all original artwork, whether preliminary or final, and will retain the right to display the work or reproduce it for self promotion purposes. |
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| 7. Releases |
Client shall indemnify Designer against all claims and expenses, including attorney’s fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release. |
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| 8. Modifications |
| Modification of the Agreement must be written, except that the invoice may include, and Client shall pay for, fees, modifications, or expenses that were orally authorized in order to progress promptly with the work. |
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| 9. Uniform Commercial Code |
| The above terms incorporate Article 2 of the Uniform Commercial Code. |
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| 10. Printing |
The Designer will be held responsible for printing and delivery of, in an accurate and timely manner, Client's requested print order. The Client will not hold the Designer liable for any late shipments, damaged goods, or lost orders due to fault of the printer. If a situation involving a fault on the printer's behalf occurs, the Designer agrees to attempt to rectify the issue to the best of his or her ability. Otherwise the Client will be provided with the printer's information and the Designer will be renounced of all liability concerning the print order, including late shipments, damaged goods, and lost orders. The Designer does not require a confirmation of delivery of the order from the Client; if an order does not arrive within two weeks after estimated delivery date stated on the Contract, and the Client has not yet reported the issue to the Designer, the Designer will forward all printer information to the Client (upon Client's request to do so) and the Designer will not be held liable for rectification of the problem or for reimbursement of printing fees. |
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| 11. Infringement Liability |
The Client agrees to indemnify and hold the Designer harmless against all claims, including, but not limited to, claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of the use of any and all work created for the Client, regardless of reason or time of use. In addition, the Designer will not be held responsible for infringement arising from any reference or textual material provided by the Client. To the best of the designer's knowledge and belief, use of all material provided for the client will be of a legal nature. The Client will indemnify the Designer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. |
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| 12. Default in Payment |
| The Client shall assume responsibility for all collection of legal fees necessitated by default in payment. |
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| 13. Limitation of Liability |
Client agrees that it shall not hold the Designer liable for any incidental or consequential damages that arise from the Designer's failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or third party. |
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| 14. Dispute Resolution |
Any disputes in excess of $5000 arising out of the 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, attorney's fees, and the legal interest on any award of judgment in favor of the Designer. |
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| 15. Estimates |
If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more. |
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| 16. Progress Reports |
The Designer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Web site. The Designer shall inform the Client promptly upon the discovery of any event or problem that may delay the development of the work significantly. |
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| 17. Testing and Acceptance Procedures |
The Designer will make every good-faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverables and make the milestone payment set forth herein or provide the Designer with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both the Design and the Client. |
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| 18. Website Maintenance |
The Designer agrees to provide the Client with reasonable technical support and assistance to maintain and update the website on the Internet for a fee specified by a signed contract. Such maintenance shall include correcting any errors or any failure of the website to conform to the specifications, as well as weekly updates. If the Client decides to cease maintenance, a prorated fee will be paid for work completed during that quarter. |
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| 19. Website Enhancements |
Under the maintenance agreement, if the Client wishes to modify the Web site, the Designer shall be given first option to provide a bid to perform such enhancements. |
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| 20. Confidential Information |
The Designer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, that are supplied by the Client to the Designer or developed by the Designer in the course of developing the web site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Designer. |
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| 21. Acceptance of Terms |
| The payment of initial startup fee/deposit by the Client shall evidence acceptance of these terms. |
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