TERMS OF SERVICE
The Business shall provide Client with the service and items according to quote accepted by Client.
Designer will create a custom design for Client’s business that is acceptable to Client (hereinafter, all such work is referred to as “Services”). The design will be delivered by digital file and will be of high quality suitable for Client’s use on promotional material and other business related items.
After receiving Client’s deposit, and information sufficient to design the logo, Designer will deliver to Client an initial draft of the logo, that may include up to three designs for Client to choose from. Client will then review and suggest any changes to the logo. Designer will then make any requested changes where possible and send to Client for final approval.
Client may provide names, pictures, designs or other information, renderings or writings of any kind to be included in the logo (“Client Provided Material”). EVERY AND ALL COMMUNICATIONS REGARDING THE SERVICE WILL BE MADE THROUGH E-MAIL. Approvals, requests and questions need to be e-mailed to the Business in order to be processed in the project.
Designer is, and will perform the Services as, an independent contractor for Client. Nothing in this Agreement shall be construed as to render Designer an employee, agent, representative, joint venturer or partner of Client. Neither Party shall enter into any contracts, agreements or other obligations with any other parties which bind, or are intended to bind, the other Party. Designer and Client shall each maintain sole and exclusive control over its respective personnel and operation.
Designer represents and warrants that, except for material provided by Client, the final logo delivered to Client is the original work of Designer or Designer has the right to use the work and grant the rights granted to Client in this Agreement. To the best of Designer’s knowledge, the logo does not infringe the rights of any party, and use of the logo will not violate the rights of any third parties. Any modification to the logo by Client or any third party will void this representation and warranty. Services will be performed substantially to the specifications included in this Section. Designer does not make any other guarantee as to the results of Designer’s Services. Designer does not guarantee that any particular outcome will occur as a result of the Services or that Client can use the Services . Designer does not guarantee that Client’s exposure on the internet will be increased. OTHER THAN EXPRESSLY PROVIDED HEREIN, DESIGNER MAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES TO BE PERFORMED UNDER THIS AGREEMENT WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
Cost, Fees and Payment
Unless otherwise agreed upon, the Business will invoice the Client a 50% deposit to start the project and the final balance will be due once the project is completed and approved by Client.
The Client agrees to pay invoice(s) by the due date(s) specified. Unpaid or overdue invoices may result in suspension or termination of the Project.
Initial deposit and balance payments will be made to the Business through any of the following payment methods:
Card: Request online link
Check: Payable to Studio 83 LLC.
Authority to sign
Each party has the authority to enter into this Contract and to perform all of its obligations under this Contract. The Client agrees to enter this agreement when accepting the Service/Project quote and paying the initial deposit, if required.
Client represents and warrants that Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Provided Material. Client also represents and warrants that, to the best of Client’s knowledge, the Client Provided Material does not infringe the rights of any third party, and its use does not and will not violate the rights of any third parties.
Client shall defend, indemnify and hold harmless, Designer, its officers, agents, employees, successors and assigns from and against any and all liability, damages, losses, claims, demands, actions, causes of action, and costs, including but not limited to reasonable attorney’s fees and expenses, arising out of any and all claims arising out of or related to the Services performed or to be performed under this Agreement including, but not limited to, claims that Designer’s use of the Client Provided Material infringes upon any trade secret, trademark, trade name, copyright, patent, or other intellectual property right.
Termination of contract
The contract ends once the Client hast reviewed and approved the design and/or print service and has made the final payment due.
Client agrees that, in order for Designer to fully perform the Services, Client must cooperate with Designer and provide information deemed necessary by Designer. The failure of Client to cooperate and provide information could have a direct result in the success of Designer’s efforts and timeliness in completing the Services. Designer agrees to expeditiously work to complete the Services.
Designer can terminate at any time, without notice, for non-payment or, in Designer’s sole opinion, if Client is not granting the information needed by Designer to fully perform the Services. Upon such termination, Client shall pay to designer a proportionate amount (as determined by Designer) for all Services performed up to and including the date of termination.
Right and title to all ideas, trade secrets, business processes, inventions, discoveries, and other intellectual property (collectively referred to as “Inventions”) used or developed by Designer in the performance of the Services and included in the final logo shall pass to Client upon payment of all fees due. Designer is hereby granted an exclusive, worldwide, perpetual license to 1) use the final logo in marketing and/or promotional material including posting of the logo on Designers web site as an example of the services Designer performs; and 2) use the Inventions in Designers work for other customers. All preliminary design works, including any Inventions, not incorporated into the final logo design shall remain the property of Designer.
Style. Client has spent a satisfactory amount of time reviewing the Business' work and has a reasonable expectation that Business will perform the Services in a similar manner and style unless otherwise specified in this Agreement.
Consistency. Business will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with current portfolio and the Business will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that: Every client is different, with different tastes, budgets, and needs;
The Business services are often a subjective art and the Business has a unique vision, with an ever-evolving style and technique; The Business will use its artistic judgment when providing Services for Client, which may not
include strict adherence to Client’s suggestions; Although the Business will use reasonable efforts to incorporate Client’s suggestions and desires
when providing Client with the Services, the Business shall have final say regarding the aesthetic judgment and artistic quality of the Services;
Dissatisfaction with the Business' aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
Governing Law. The laws of New Jersey govern all matters arising out of or relating to this
Agreement, including torts.
Severability. If any portion of this Agreement is deemed to be illegal or unenforceable, the
remaining provisions of this Agreement remain in full force.
Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
Business' Email: firstname.lastname@example.org
Client Email: As provided in requests communications
Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to the services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendment. The parties may amend this Agreement only by the parties’ written consent via proper Notice.
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