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Terms and Conditions

PRICE AND PAYMENT TERMS:

Client agrees to pay Vendor the subscription fee(s) set forth in the subscription plan. Payments for each month must be made at the beginning of the month. Reimbursable items (e.g., stock imagery, website plugins, etc.) will be pre-approved by Client and will be due upon receipt of the invoice. Vendor is entitled to all costs and attorney fees incurred in collecting payment under this Agreement.

MUTUAL INDEMNIFICATION:

The Parties shall defend, indemnify, and hold the other Party, its subsidiaries or affiliates, and its or their shareholders, directors, officers, employees, or agents (collectively, the “Indemnified Parties”) harmless for any claim made or suit or proceeding brought against a Party (including, but not limited to, claims that one of the Parties infringed intellectual property rights of another), including payment of any and all losses, judgments, awards, and costs (including reasonable legal fees and expenses), arising out of or related to any claim based upon the other Party’s wrongful acts or omissions in connection with these terms and conditions and statement of work.

CHANGES:

The Client shall be responsible for making additional payments for changes requested by the Client to the original assignment and agreed to in writing by Client and Vendor. However, no additional payment shall be made for changes required to conform to the original assignment description. All changes to scope and price must be agreed upon in writing between the Client and Vendor prior to execution of changes and additional costs being charged to the Client.

CANCELLATION:

Either party may terminate this subscription by providing not less than thirty (30) days written notice to the other party. Standard plans are allowed a one-time pause of up to ninety (90) days, whereas Pro subscription levels may pause for thirty (30) days at any time, but cannot be inactive for more than three (3) consecutive months. In the event of cancellation of this subscription, ownership of all copyrights and the original artwork shall be transferred to Client for any work completed up to the date of cancellation. Client shall pay for all work and expenses based on the contract price and expenses already incurred up to the date of cancellation.

EXPENSES: The Client shall reimburse the Vendor for all reasonable expenses arising from this assignment, including the payment of any sales taxes or other government fees due to this assignment. Expenses greater than $250 must be approved by Client in writing, including client-requested travel.

SEVERABILITY:

The terms and provisions of this Agreement are severable, and should any term or provision hereof be declared or determined by any court or other governmental body or organization to be void, voidable, or unenforceable under any applicable law, such void, voidable, or unenforceable term or provision shall not affect or invalidate any other term or provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though the void, voidable, or unenforceable term or provision were not a part of this Agreement. In addition, it is the intention and agreement of the parties that all terms and conditions hereof be enforced to the fullest extent permitted by the law.

OWNERSHIP:

To the extent that Vendor has received payment of compensation as provided in this Agreement and the applicable statement of work, all selected final materials, artwork, and/or digital deliverables produced by Vendor, its employees, agents, or assistants specifically for Client will be owned by Client. All work performed for Client by Vendor shall be considered “work for hire.”

PORTFOLIO RIGHTS:

Vendor retains the nonexclusive, perpetual, and worldwide right to display, reproduce, and distribute the designs in Vendor’s portfolio and website, and third-party trade publications, awards, or exhibits, solely for the purpose of promoting or exemplifying Vendor’s work, and the right to be credited with copyright ownership and authorship of the designs in connection with such use.

CONFIDENTIAL INFORMATION:

All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Vendor.

WARRANTY OF ORIGINALITY:

The Vendor warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; the Vendor has full authority to make this agreement; and that the work prepared by the Vendor does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses other than as stated in this document (“Intended Use”). This warranty does not extend to any changes that the Client or others may make to the Vendor’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Vendor harmless for all liability caused by the Client’s use of the Vendor’s product beyond either the Intended Use or due to changes to Vendor’s product, to the extent such use infringes on the rights of others. Vendor expressly agrees that it will hold the Client, its officers, and employees, harmless from any of Vendor’s products or services that infringe upon the rights of others.

LIMITATION OF LIABILITY:

Client agrees that it shall not hold the Vendor or his/her agents or employees liable for any incidental or consequential damages that arise from the Vendor’s failure to perform any aspect of the Project in a timely manner, unless such failure was caused by intentional or negligent acts of the Vendor or a third party.

REMEDIES: In the event of a breach or threatened breach of this Agreement, Vendor shall be entitled to a temporary and/or permanent injunction restraining such breach, and the prevailing party in any such action shall further be entitled to recover all attorneys' fees reasonably incurred in establishing such violations of this Agreement and any damages. In addition to the foregoing injunctive relief, in the event of Client’s breach of this Agreement, Vendor shall be entitled to all other remedies available to it under law or in equity.

DISPUTE RESOLUTION:

Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The non-prevailing party in any dispute shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the prevailing party.

ANALYTICS:

Client agrees that the Vendor can install Google Analytics tracking to monitor the success of the product or service (if projects are web-related). Client also agrees that Vendor may access this account. Client reserves the right at any point to revoke this right and Vendor agrees it will comply.

MUTUAL NON-DISCLOSURE:

Client and/or Vendor (“Receiving Party” and/or “Disclosing Party”) shall hold and maintain all confidential information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving party shall carefully restrict access to confidential information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any confidential information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

NON-SOLICITATION:

During the term of this Agreement, and for a period of two years after the termination thereof, or for a period of two years from the last date Vendor does any work for Client, whichever is later, Client (including its officers, owners, managers, subsidiaries, parents, and affiliates) will not, either directly or indirectly:

  1. Interfere with the business relationship between Vendor and any of its employees or contract laborers, or prospective business relationships with prospective employees or prospective contract laborers;

  2. Solicit the employment of any prospective, current, or former employee of Vendor or induce or recruit any prospective, current, or former employee of Vendor;

  3. Solicit the services of any prospective, current, or former contract laborer of Vendor or induce or recruit any contract laborer of Vendor;

  4. Hire any prospective, current, or former employee of Vendor; or

  5. Hire any prospective, current, or former contract laborer of Vendor.

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