TERMS OF AGREEMENT
1. Project Description. The client wishes to hire Graphic Gawdz LLC to provide Graphic Design services. The specific documents requested and the requirements and details required in those documents as requested by Client are as follows (the “Deliverables”):
The client is responsible for providing all the information needed to create the design being requested with a detailed description, images and whatever else is needed to fulfill the order. Failure to comply will result in the cancelation of the project and/or delay in delivery. There are absolutely no refunds on any projects or designs that have already been processed.
Client Approval and Revisions. The client must approve all materials before project finalization. The client shall be entitled to ____ revisions. Any revisions beyond ____ shall be chargeable at a rate of $_______.
2. Payment. Payment is due prior to any work being started on any and all projects. Deposits are available for select services. Services with deposits require the deposit to be paid down upfront and the remaining balance owed to be paid before all file documentation and/or login credentials are released to the client.
Confidentiality. During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Designer in order for Designer to complete the Graphic Design services and Deliverables in their final form. Designer will not share any of this proprietary information at any time. The designer also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
3. Termination. This Agreement shall automatically terminate upon Client’s acceptance of the deliverables. This Agreement may otherwise be terminated at any time by either Party upon written notice to the other party. The client will be responsible for all costs and expenses incurred prior to the date of termination. There are NO REFUNDS on work that is already processing or has already been delivered to the client. Even if it is in draft form.
4. Ownership Rights. The client continues to own any and all proprietary information it shares with Designer during the term of this Agreement for the purposes of the Agreement. The designer has no rights to this proprietary information and may not use it except to complete the Graphic Design services. Upon completion of the Agreement, the Client will own the final Graphic Design Deliverables.
While Designer will customize Client’s Graphic Design Deliverables to Client’s specifications, Client recognizes that Graphic Designs generally can have a common structure and basis. Designer continues to own any and all template designs such as PSD files it may have created prior to this Agreement. The designer will further own any template designs it may create as a result of this Agreement. The client does have the right to purchase original files (PSD) from the designer if approved.
5. Representations and Warranties.
Designer. Graphic Gawdz LLC represents and warrants that he/she has the right to enter into and perform this Agreement. The designer further represents and warrants that he/she has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Designer’s knowledge. In the event that the Designer does not have these rights, the Designer will repay any associated damages Client may experience or will take responsibility so that the Client does not experience any damages.
Client. Client represents and warrants that has the right to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Designer to be included in this Website. In the event that the Client does not have these rights, the Client will repay any associated damages Designer may experience or will take responsibility so that the Designer does not experience any damages.
6. Disclaimer of Warranties. The designer shall complete Graphic Design Services for the Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SUCH DELIVERABLES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE DELIVERABLES DO NOT LEAD TO CLIENT’S DESIRED RESULT(S).
7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY.
8. Severability. In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
9. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
10. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
11. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by _________ law.
12. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows: