TERMS & CONDITIONS
EFFECTIVE AS OF APRIL 2022
1.1 Scope of Work
The designer agrees to perform the Designs described in the purchased service, sent by the designer and approved by the client, and made part of this Agreement (hereinafter, “Services”).
1.2 Final Deliverables
Within weeks after the contract is signed, the Designer will provide the Client with all purchased deliverables with any appropriate files included with them — all listed and accepted within the booked service (hereinafter, “Final Deliverables”). Final Deliverables are all final versions of deliverables provided by the Designer and accepted by the Client. No client shall receive editable copies of the final artwork (AI, PSD files). Any edits shall be done only by the Designer and any violation of this may result in legal action. All other rights are reserved for the Designer and are elaborated throughout this Agreement. The Client waives the right to challenge the validity of the Designer’s ownership of the artwork subject to this agreement because of any change or evolution of the laws.
Once a completion date has been delivered, no refunds will be issued. The date sent over is now considered blocked off and the designer can’t market it to another client. This day is now noted as unavailable to other clients and/or potential clients resulting in monetary loss for the designer if the currently paid client decides to cancel.
2 CLIENT’S RESPONSIBILITIES
The client is responsible for:
Making timely decisions and providing feedback and/or information requested by the Designer; all decisions for feedback are to be made within 48-72 hours of when the concept is sent over to the client, all communication regarding content & information should be within the given deadline date, if not the client must communicate with the designer within 3 days if there are any delays if not the project will be terminated with no refunds.
Proofreading work product for typographic errors or misspellings;
Clients acknowledge that the Designer is not responsible or obligated to fix any problems, errors, or omissions on the project once mass-produced or after the client has tested, proofed, and approved the project. The designer retains the right to deny any further projects that clients may request once a client has proof and tested artwork and the final project has been submitted.
3 RELATIONSHIPS OF THE PARTIES
3.1 Independent Contractor
It is expressly agreed that the Designer is acting as an independent contractor and not as the Client’s employee. The Designer and Client acknowledge this Agreement does not create a partnership or joint venture between them. The designer will not enter into any contracts on behalf of the Client.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and material of the other party (“Confidential Information.”) Each party, its agents, personnel and employees shall hold and maintain strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or may be required by a court or governmental authority. A party will not be restricted in using Confidential Information that is publicly available, becomes publicly known through no fault of the receiving party, or is otherwise received from a third party without an obligation of confidentiality. Upon termination of this Agreement, the receiving party will return the Confidential Information and materials to the disclosing party.
5. DESIGNER’S MATERIALS
The client understands that the Designer has developed certain tools, routines, techniques, programs, data, and materials prior to the commencement of this Agreement. The designer may rely upon, utilize, and include Designer’s Materials in the Services performed under this Agreement. The designer retains all rights, titles, and interests, including all copyrights, patent rights, and trade secret rights in Designer’s Materials. Designer assigns Client a nonexclusive license in Designer’s Materials subject to the specifications of such Materials.
6. INTELLECTUAL PROPERTY
Designer retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights in Final Deliverables including all original artwork, in any media, including digital files, both final and preliminary except for Client’s Proprietary Material. Designer assigns Client a nonexclusive license in the Final Deliverables subject to the following terms – Client shall not do anything that may infringe upon or in any way undermine the Designer’s right, title, and interest in the project, as described in this document. The client may not for any reason have another Designer or anyone edit any part of any artwork and restructure it as his or her own. The client is restricted from reproducing or otherwise using design mockups, drafts, sketches, etc. created by the Designer during work on the project but not included in the final version of the project. All such artwork belongs solely to the Designer who may use it at her own discretion. The client may not alter the Final Deliverables in a way that distorts or defaces the design. The designer retains the right to reasonably reproduce, publish and display the Final Deliverables for marketing, promotional purposes, portfolio use, sample work, and/or case studies. The designer agrees that she shall not use the client’s proprietary material for any other purpose than those expressly set forth in this Agreement. The client must protect all final artwork that is the subject of this agreement against duplication and alteration.
7. PRELIMINARY WORKS
Preliminary Works are all artworks including, but not limited to concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by the Designer, and which may or may not be shown or delivered to the Client for consideration that does not form part of the Final Deliverables. The designer retains all rights in and to all Preliminary Works. The client shall return all Preliminary Works to the Designer within 3 days of termination of this Agreement.
8. TERMS OF AGREEMENT
This Agreement will become effective on the date both parties sign the Agreement and the Designer receives the initial non-refundable payment from the Client.
This Agreement will terminate on the earliest of:
The date the Designer delivers the Final Deliverables required by this Agreement to the Client.
The date a party terminates the Agreement is provided below.
9. TERMINATING THE AGREEMENT
Either party, without cause, may terminate this Agreement by delivering 3 days' written notice to the other party.
Due to blackout dates
10. LIMITATION OF LIABILITY
IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THIS AGREEMENT TO BOTH THE CLIENT AND THE Designer, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE PARTIES AGREE TO LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF Designer’s TOTAL FEES UNDER THIS AGREEMENT. IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING UNLESS OTHERWISE PROHIBITED BY LAW.
HOWEVER, EACH PARTY WILL REMAIN LIABLE FOR BODILY INJURY OR PERSONAL PROPERTY DAMAGE RESULTING FROM GROSSLY NEGLIGENT OR WILLFUL ACTIONS OF THE PARTIES.