TERMS OF SERVICE
All invoices are payable within fourteen (14) days of receipt. Invoices shall list any expenses and additional costs as separate items. All grants of any license to use or transfer ownership of any intellectual property rights under this Terms of Service are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
With the Clients’s pure written consent, Consultant retains the right to reproduce, publish and display the Deliverables
in Consultant’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform the services. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
RELATIONSHIP OF THE PARTIES
Consultant is an independent contractor. Consultant shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created. Neither party is authorized to act as agent or bind the other party except as expressly stated in the Terms of Service. Consultant and the work product or Deliverables prepared by Consultant shall not be deemed a work for hire as defined under Copyright Law.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to Consultant that, use of
the Client Content does not infringe the rights of any third party. Consultant represents and warranties to Client that, the Deliverables will not violate the rights of any third parties.
INDEMNIFICATION AND LIABILITY
Consultant shall indemnify Client from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
THE SERVICES AND THE WORK PRODUCT OF CONSULTANT ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CONSULTANT, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“CONSULTANT PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF CONSULTANT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY CONSULTANT, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Consultant hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Services and all Deliverables. Consultant agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.