Collectively, all of the people or businesses entering into this Agreement will be referred to as the “Parties.”

 

Purpose of the Agreement

Client wishes to hire Studio to provide services relating to Client’s branding needs, which may include graphic design, website design, or other services, as detailed in this Agreement. Studio has agreed to provide such services according to the terms of this Agreement (the “Agreement”), and all corresponding statements of work or other writings that may be agreed to by the parties from time to time, all of which are incorporated into this Agreement by reference (each referred to as a “SOW”). Studio has agreed to provide such services according to the terms of this Agreement.

Unless otherwise stated in a SOW, this Agreement will last for a term of one year and will then be terminated. This Agreement may be terminated by either party at any time when there is not an active SOW.

 

Terms

SERVICES AND PRODUCTS

Services: In this Agreement, “Services” means any and/or all of the services outlined in the SOW.

Schedule: Studio shall deliver Services within 5 business days from receiving any requested prep work. Studio will not start Services until requested prep work has been received. If Client fails to respond to Studio’s request for prep work, then Services will be delayed until they have been received. If (6) months have passed from the time of purchase and Client has not completed the requested prep work, it is within Studio’s discretion to cancel Services with no refund.

Working Files and File Storage: Digital copies of documents produced in the course of fulfilling this Agreement will be stored until delivery of final deliverables have been sent. After that period, Client releases Studio from any and all liability for lost or damaged files.

Client understands and agrees that it will only be granted access to final deliverables, not any working files or source files that were involved in the creation of final work.

 

COST, FEES AND PAYMENT

Cost: The total cost (“Total Cost”) for all Services is as specified in this agreement. If you pay your invoices with a credit card, then you authorize us to store your credit card information and auto-bill future invoices associated with the agreement to that credit card as applicable.

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Relationship of the Parties: Studio and any related subcontractors are not employees, partners, or members of Client’s company or organization. Studio has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Studio has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Studio. This relationship is not exclusive and Studio is expressly permitted to work with other clients to perform similar or identical services at any time, including clients in the same or similar industry as Client.

 

INTELLECTUAL PROPERTY

Intellectual Property Terms: Intellectual property terms associated with the services, work product and deliverables are as outlined below.

Copyright: Upon Client’s full payment of all fees and costs owed to Studio under this Agreement, Studio grants to Client a perpetual, royalty-free, exclusive license to use Studio’s Final Deliverables produced for Client under this Agreement (the “Final Deliverables”) for any and all uses. However, Client understands and agrees that the exclusivity does not extend to Studio’s content such as common layouts, Studio tools, type fonts, know-how, underlying templates, color palettes, filters, presets, navigational and functional elements, and other singular design elements (“Studio Content”). Studio maintains full ownership in and to all Studio Content and other proprietary works not specifically designed for Client pursuant to this Agreement. To the extent such Studio Content is incorporated into the Final Deliverables, Studio grants to Client a non-exclusive license to use such Studio Content as incorporated into the Final Deliverables.

Client guarantees it owns all intellectual property it provides to Studio, such as text, images, artwork and designs, or Client guarantees it has permission to use any intellectual property it provides to Studio. Client agrees to indemnify and hold harmless Studio, and its subcontractors and assignees, from any intellectual property infringement claims regarding any and all materials Client provides to Studio.

Promotion: Unless otherwise agreed in writing, Studio retains the right to use its work product and Final Deliverables as samples of services for marketing or Studio’s other business development needs.

Manipulation and Re-Sale: Client understands and agrees that in no event may Client manipulate or re-sell the Final Deliverables. If Client breaches this provision then Studio may revoke the license to the Final Deliverables at any time in its discretion. Notwithstanding the foregoing, the license granted to Client may be assigned to a successor in interest of Client in connection with the sale of Client’s company.

 

RELEASES AND LIMIT OF LIABILITY

Exclusivity: Client understands and agrees Client has hired Studio exclusive of any other service provider for the Services listed in this Agreement, and no other consultants, other than any assistant or third party that Studio has hired to complete the Services, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Studio. Client shall not falsely lead anyone to believe that the Services were performed by anyone other than Studio.

Loss of Documents: In the rare event that any or all documents are lost through the fault of the Studio, such as damage to the computer or equipment, or stolen computer or equipment, Studio shall either re-create any work created within a reasonable amount of time, or refund Client the corresponding percentage of lost documents. For example, if 30% of the original documents are lost, Studio shall refund 30% of the Total Cost.

WARRANTY AND DISCLAIMERS: STUDIO DOES NOT GUARANTEE ANY SPECIFIC RESULTS ASSOCIATED WITH THE SERVICES. ANY COMMENTS REGARDING THE OUTCOME OF THE SERVICES ARE PURELY EXPRESSIONS OF OPINION ONLY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH, STUDIO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE TITLE OR NON-INFRINGEMENT.

MAXIMUM DAMAGES: CLIENT AGREES THAT THE MAXIMUM AMOUNT OF DAMAGES CLIENT IS ENTITLED TO IN ANY CLAIM RELATING TO THIS AGREEMENT OR SERVICES PROVIDED IN THIS AGREEMENT ARE NOT TO EXCEED THE TOTAL COST OF SERVICES PROVIDED BY STUDIO. PAID TO STUDIO BY CLIENT. STUDIO WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTIES FOR DAMAGES SUCH AS LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.

Limit of Claim: If Client wishes to pursue legal action arising out of or related to this Agreement, the claim must be filed on or before 1 year after the completion of Services associated with the SOW subject to the claim.

Indemnification: Client agrees to indemnify and hold harmless Studio, its related companies, parties, affiliates, agents, independent contractors, assignees, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Studio to pay for any such damages.

Style Release: Client has spent a satisfactory amount of time reviewing Studio’s work and has a reasonable expectation that Studio’s Services will produce a reasonably similar outcome and result for Client. Studio will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Studio’s current portfolio and services. However, Client understands and agrees that:

  • Every client and final delivery is different, with different tastes, budgets, and needs.
  • Consulting is a subjective service and Studio is a provider with a unique vision, and an ever-evolving style and technique.
  • Studio will use their personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions, if applicable.
  • Dissatisfaction with Studio’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.

 

Non-disparagement: The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement.

 

CANCELLATIONS OR RESCHEDULING

Cancellation: If the Client desires to cancel Services of Studio and the requested prep work for the Service has not been completed, Client may request a full refund within 3 months of purchasing the Brand Audit.

If the Client desires to cancel Services of Studio and the requested prep work for the Service has been completed and Studio has not yet delivered the Brand Audit deliverables, it is within Studio’s discretion to issue a partial or full refund of up to 50%.

If the Client desires to cancel Services of Studio and the Studio has delivered the Brand Audit deliverables, Studio will not be obligated to refund any portion of monies Client has previously paid to Studio.

No-Show Client: If Client does not respond to any given communication or reasonable material request from Studio within 6 months, it is within Studio’s discretion to cancel Services with no refund.

Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of impending terrorism.

Studio Desires to Cancel or Reschedule: In the event Studio cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

  • Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
  • Issue a refund or credit based on a reasonably accurate percentage of Services rendered or find a reasonable replacement; or
  • Excuse Client of any further performance and/or payment obligations in this Agreement.

 

POST-DELIVERY SUPPORT

Additional Services after Termination: Should Client wish to receive any Additional Services after the Termination of the Agreement as outlined herein, Client will need to enter into an addendum or a new Services Agreement with Studio. This applies even if such Additional Services are related to pre-existing Services Agreement(s). Client understands and agrees that Studio’s rates are subject to change. Studio reserves the right to refuse service to anyone.
 

GENERAL PROVISIONS

Governing Law: The laws of Arizona 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, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent.

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.

Amendments: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.

Headings: Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.