Graphic Design Contract
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This Contract for Graphic Design is made effective as of the date of signing by and between You or your party and BrandSquire, LLC
In furtherance of the above, your party hereby agrees to and does hereby engage the services of BrandSquire. and BrandSquire hereby accepts the engagement to design and to do the work hereinaﬂer specified by you in connection with the project.
DESCRIPTION OF SERVICES:
Beginning on the date of signing, BrandSquire will be scheduled to provide to you the following graphic design services (collectively, the “Services”): graphic design services requested via documented call. email, or fax; following appropriate payment or down payment.
Payment shall be made through any of the following venues:
– Online payment using the payment gateway provided by https://brandsquire.com
– Secure over-the-phone payment transaction with a legitimate BrandSquire agent, through a phone call, using the official BrandSquire vanity phone number.
You will agree to pay BrandSquire the predetermined full required payment to begin the project.
In the advent that any down payment invoice is not paid when due, interest will be added to and payable on all overdue amounts at 12 percent per year. or the maximum percentage allowed under applicable laws. whichever is less. you shall pay all costs of collection, including, without limitation, reasonable attorney fees. This does not apply to full payments or any project that has not been started. This only applies to projects that a down payment instead of full payment has been accepted for, and that have been completed but not fully paid for.
In addition to any other right or remedy provided by law, if you fail to pay for the Services when due. BrandSquire has the option to treat such failure to pay as a material breach of this Contract.
and may cancel this Contract and/or seek legal remedies.
Except if stated on the pertinently related invoice or via email correspondence, down payments are non-refundable. Payments processed during the active timeframe of the project are non-refundable.
ADDITIONAL EDITING AND CHANGES:
Any requested changes to the description of services stated above shall constitute additional editing and may incur additional charges or fees as deemed necessary by BrandSquire. All additional changes must be submitted and approved by both parties in writing by an approved Contract Change form.
This Contract will terminate automatically upon completion by BrandSquire of the Services required by this Contract and once all payment has been received.
WORK PRODUCT OWNERSHIP:
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by BrandSquire in connection with the Services will be the exclusive property of you. Upon request. BrandSquire will execute all documents necessary to confirm or perfect the exclusive ownership of you to the Work Product.
REPRODUCTION OF PRODUCT:
Upon successful completion of all compensation terms and outstanding balances owed to Brandsquire, Client is granted full and unlimited reproduction rights to the Project.
BrandSquire retains the right to reproduce the Project in any form for marketing, future publications, competitions, or other promotional uses. BrandSquire shall at no time reproduce the Project for use in commercial means or for-profit use.
Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by the designer during work on the Project but not included into the final version of the Project. Such artwork belongs solely to BrandSquire, and may be used at its own discretion.
BrandSquire, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of BrandSquire, or divulge, disclose, or communicate in any manner, any information that is proprietary to you.
BrandSquire and its employees, agents, and representatives will protect such information and treat it as strictly conﬁdential. This provision will continue to be effective aﬂer the termination of this Contract.
BrandSquire shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in BrandSquire’s community and region, and will provide a standard of care equal to (or superior to) care used by standards similar to BrandSquire on similar projects.
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due). the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe in sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
If performance of this Contract or any obligation under this Contract is
prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”). and if the party unable to carry out its obligations gives the other party prompt written notice of such event. then the obligations of the party invoking this provision shall be suspended to the extent necessary for such event. The term Force Majeure shall include. without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrences. orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed. omitted. or caused by such party, or its employees, officers, agents, or affiliates.
The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
This Contract contains the entire agreement of the parties. and there
are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written. construed, and enforced as so limited.
This Contract may be modified or amended in writing if the writing is signed by the party obligated under the amendment.
This Contract shall be construed in accordance with the laws of the State of California.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail. return receipt requested. to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT:
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
This Agreement shall be signed on behalf of you or your party and on behalf of BrandSquire. Upon signing this Contract, a copy will automatically be sent your email, and to our email; effective as of the date first above written.
Terms Of Service
1. TERMS AND ACCEPTANCE
Design Hay and Design Hay services are operated by BrandSquire (brandsquire.com).
All graphic design services will be provided by Design Hay (designhay.com)
By accessing and using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use between Design Hay and you, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
This Site is controlled and operated by Design Hay, LLC (“Design Hay”) from its offices within the United States. Design Hay makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the United States are responsible for compliance with all applicable laws.
2. IP OWNERSHIP; USE LICENSE
The material provided on this Site is protected by law, including without limitation, United States Copyright law. The copyright in all material provided on this Site is held by Design Hay. Except as expressly permitted by Design Hay, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of Design Hay or the copyright owner.
Permission is granted to you to download and use the materials on this Site for personal, non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.
You may not:
modify or copy the materials;
use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
attempt to decompile or reverse engineer any software contained on Design Hay’s website;
remove any copyright or other proprietary notations from the materials;
transfer the materials to another person or “mirror” the materials on any other server.
This permission shall automatically terminate if you violate any of these restrictions and may be terminated by Design Hay at any time. Upon termination of your permission, you must destroy any downloaded materials in your possession whether in electronic or printed format. Design Hay reserves the right to terminate your account at any time for any reason.
The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in the applicable laws and regulations. Use of the Site by the Government constitutes acknowledgment of Design Hay’s proprietary rights in them.
THE MATERIALS ON Design Hay’S WEBSITE ARE PROVIDED “AS IS”. Design Hay MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, Design Hay DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS INTERNET WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS SITE.
IN NO EVENT SHALL Design Hay OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION,) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON Design Hay’S INTERNET SITE, EVEN IF Design Hay OR A Design Hay AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF Design Hay UNDER THIS AGREEMENT EXCEED FIFTY DOLLARS ($50), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE.
5. REVISIONS AND ERRATA
The materials appearing on Design Hay’s web site could include technical, typographical, or photographic errors. Design Hay does not warrant that any of the materials on its web site are accurate, complete, or current. Design Hay may make changes to the materials contained on its web site at any time without notice. Design Hay does not, however, make any commitment to update the materials.
Design Hay has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Design Hay of the site. Use of any such linked website is at the user’s own risk.
8. GOVERNING LAW
Any claim relating to Design Hay’s web site shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions.
10. FEES AND REFUNDS
You agree to pay the fees, in such amount and for such billing frequency as specified during registration, in full prior to any obligation of Design Hay to perform under this Agreement. You further agree that, upon registering for the services through the Site, you authorize Design Hay to charge your method of payment (e.g. credit card) for the fee on each anniversary of your registration date, based upon your billing frequency (e.g. monthly, quarterly, annually). Payment of the fees shall be in such amounts and at such times as set forth by Design Hay through information provided to you and as authorized through the sign-up and registration process. Your account and access to the services provided via the Site may be suspended in the event of non-payment of applicable fees. You represent and warrant to Design Hay that such payment information is accurate and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
You may cancel your subscription with Design Hay at any time. Upon cancellation, you will continue to have access to the Design Hay services through the end of the then current month. Design Hay may change its fees from time to time by posting the changes on the Site with 5 days’ prior notice, but with no advance notice required for temporary promotions or reductions in fees.
You may request a refund within the first 14 days of a purchase of any subscription plan under the following conditions:
You did not use the service
You qualify for our Satisfaction Guarantee
To qualify for our Satisfaction Guarantee you must:
Attend a client kickoff session
Attempt at least 2 unique requests that are within our scope of work
Provide us with clear direction and feedback during the design process
Beyond the 14 day window there are no refunds for partial subscription plans under any circumstance, including cancellations and unused time on a plan. Upon cancellation you will have access to our service for the length of your current billing cycle.
11. OWNERSHIP, TRADEMARKS & PROVIDED ASSETS
You own all graphics and files we create during any month paid in full. You will provide all content/copy to be used in our designs. You agree that any materials provided to are proofed and approved to be used in your designs and are not owned or trademarked by a different entity. You are responsible that any materials provided can be legally used in our designs. We are not liable for the materials you provide as it pertains to license or trademark issues and you represent to Design Hay that all materials provided do not infringe on the intellectual property rights of third parties.
You agree to indemnify, defend, and hold harmless Design Hay and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.
12. ABUSING DESIGNHAY
Design Hay is designed for the reasonable use of an average non-creative based small business. We are not meant to replace a full-time graphic designer – so use your common sense!
If we find that you are not in alignment with our model, core values or are abusing our services or team in any way, including using our services for illegal or adult/pornographic we reserve the right to cancel your account.
Your right to use the Design Hay services shall terminate upon your breach of any term of this Agreement.
13. OUTPUT FILES
While we do our best to minimize any mistakes, due to the nature of creative design we can not guarantee all files delivered will be 100% error free. Upon file delivery you agree to review and proof all files for any errors or omissions and notify our team if any changes/corrections are needed. We will do our best to rush any edits to correct the mistakes. Design Hay is not responsible or liable for any losses or expenses incurred from errors or omissions.
14. SAMPLE WORK
By default, you agree to provide Design Hay with a non-exclusive right and license to publish your work in our portfolio, social media or other communication efforts. We will do our best to seek written permission before we post anything publicly. If you would like to revoke this right, please notify our team in writing to help@DesignHay.com.
16. WORK DELIVERY OUTPUT
While we can accept unlimited requests and revisions, our output volume depends on many factors, namely depending on the total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines but our suggestion is to not use our service for time sensitive requests.
17. CREATIVE ROUNDS DEFINED
A creative round is a measurement of creative output and what we are able to accomplish in a creative round depends on the complexity and total volume of your requests. A creative round begins when the request or revision is assigned to a designer. Requests or revisions will not be assigned if they unclear, vague or missing required assets and information. Normally any request or revision received before 7pm MST will be assigned that business day. These timelines may change due to the nature of our business as ultimately determined by Design Hay staff. We will make every attempt to deliver a request according to your timelines, however there is no guarantee.
18. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.
In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
304 Mill Pond Lane, 236 Salisbury Md 21804
It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
19. REVIEW THE KNOWLEDGE BASE
Finally, you agree that you’ve reviewed and understand the content within our knowledge base outlining details on how our tool works and its scope of service.