The Client and GraphicTEN may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:
- is already known to the party to which it is disclosed;
- is or becomes part of the public domain without breach of this Agreement;
- is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.
Client will pay all fees listed in the Project Estimate prior to the start of the Work unless otherwise stated. If the account is not paid in full, GraphicTEN reserves the right to postpone the Work until the account balance is paid in full.
Pricing listed in the Project Estimate does not include travel related expenses (where applicable), stock photography, and other 3rd party products and/or services. There will be additional charges for requests made by the Client outside the scope of the original Proposal. Changes made to the original Proposal will affect the overall cost and timeline.
Expenses will be billed separately as they occur. Expenses in excess of $50 are subject to Client approval.
ASSIGNMENT OF WORK:
GraphicTEN reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.
GraphicTEN will make every reasonable effort the make sure the Client’s Work is completed on time provide that:
- Project scope of the Work does not change.
- Responses and Approvals from the Client come within (2) business days.
- The Client provides all necessary written content, photography and other materials on time.
There will be additional charges for expedited services.
Should the Project become inactive due to lack of client participation for more than (30) days, GraphicTEN may require up to, but not exceeding (14) days to reallocate resources to resume the Client’s Project.
GraphicTEN will make every reasonable effort to maintain contact with the Client. Participation remains the sole responsibility of the Client. Lack of Client participation may cause delays within the project schedule.
Should the Client terminate this Project within (30) days of the start of the Project, fees will be refunded based on the percentage of work completed, plus a (15) percent cancellation fee. After (30) days, all fees become non-refundable.
If the Client allows the Work to become inactive for more than (3) months, the Work will be deemed cancelled and GraphicTEN is under no obligation to refund any fees associated with the Work. If the Client wishes to resume the Work after (3) months of inactivity, GraphicTEN reserves the right to re-estimate the remainder of the Work based on GraphicTEN’s current standard pricing and hourly rates.
USE OF COPYRIGHTED MATERIAL:
The Client is responsible for all materials provided to GraphicTEN and warrants that no written, graphic, photographic or other materials furnished are trademarked, copyrighted or otherwise owned by a third party. GraphicTEN will not be held liable for any materials provided by the Client.
RIGHTS AND OWNERSHIP:
Full rights to the completed Work along with electronic files will be granted to the Client upon final approval of each item within the Work, excluding:
- 3rd party products and/or services.
GraphicTEN reserves the right to use creative work (unless the Client specifies the Work is of a confidential or sensitive nature) for self-promotion. Any designs, concepts or work performed by GraphicTEN, which are not chosen by the Client, remain the full property of GraphicTEN and the Client shall have no rights or claim to this work.
FORCE MAJURE CLAUSE:
No party shall be liable for any failure to perform its obligations in connection with any action described in this agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control, including mechanical, electronic or communications failure, but excluding failure caused by a party’s financial condition or negligence.
In the event of any dispute under or relating to the terms of this agreement, or breach thereof, it is agreed that the same will be submitted to arbitration under the rules of the American Arbitration Association and judgment upon the reward rendered by the arbitrator will be entered in any court having jurisdiction thereof.
In the event of arbitration or other legal action, the prevailing party will be entitled to recover any and all reasonable attorney’s fees and other costs incurred in the enforcement of the terms of this agreement.
CHOICE OF LAW:
Client agrees and consents that Marion County, Florida, USA shall be the venue for any legal action taken regarding these terms or any portion of the Work undertaken by the GraphicTEN.