TERMS & CONDITIONS

 ACCEPTANCE of TERMS

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In furtherance to the above, CLIENT hereby agrees to and does hereby engage the services of DESIGNER, and DESIGNER hereby accepts the engagement to design and to do the work hereinafter specified by the CLIENT in connection with the project. A copy of these terms and conditions must be signed at the time of submission of work to the DESIGNER, indicating agreement to and acceptance of these terms and conditions. Alternatively, payment of an advance fee is an acceptance of these terms and conditions.

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SERVICES

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DESIGNER will provide to CLIENT a description of all graphic design services of this contract agreement.

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CHARGES

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The terms of service shall be valid for a period of thirty (30) days after presentation to the CLIENT and must be paid in full before project starts. In the event this Agreement is not executed by the CLIENT within the time identified, the DESIGNER reserves the right to alter the proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

All Graphic Design Services require FULL ADVANCE PAYMENT before the design project and turnaround time begins.

 

REVISIONS

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DESIGNER will provide the CLIENT with an opportunity to review the appearance and content of the Print and Web work during the design and upon completion up to three (3) times free of charge after which the client pays $10 per new design revision .

 

 

The DESIGNER shall incur no liability for any omissions or errors in spelling, punctuation, dates, & information on the layout not corrected and com­municated by the CLIENT in the proofs submitted for Customer Review.

 

Where any valid claim in respect of any of the work which is based on any defect in the quality or condition of the work or its failure to comply with the CLIENT’S instructions is notified to the Designer in accordance with these terms and conditions, the DESIGNER shall be entitled to replace the work (or the part in question) free of charge, or at the DESIGNER’S discretion, refund to the CLIENT the price of the work (or a proportionate part of the price) but the DESIGNER shall have no further liability to the CLIENT.

 

TIMEFRAMES

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The DESIGNER shall use all reasonable endeavors to deliver the work to the CLIENT within 14 business days and shall notify the Client of any anticipated delay at the first opportunity. The DESIGNER will not be liable for delays caused by matters outside of the DESIGNERS control. Any times or dates quoted for the supply of the work are dependent upon the CLIENT giving reasonable instructions to the DESIGNER. The turnaround time for all Graphic Design Services, begins when FULL ADVANCE PAYMENT has been made and all content (i.e., images, pictures, bio, information, links, etc.) for the design project has been supplied by the CLIENT.

 

If content is not provided within thirty (30) days of an official request by email the DESIGNER reserves the right to advise the CLIENT of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within thirty (30) days from the original email request, the DESIGNER reserves the right to terminate the Agreement.

 

 

DEFAULT

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In the event CLIENT fails to make any of the payments  by the deadline DESIGNER has the option to treat as a material breach of Agreement and has the right, but is not obligated, to pursue any or all of the following remedies:

 

•  Terminate the Agreement,

 

B.  Withhold all files, artwork, source, commitments or any other service to be performed by

      DESIGNER for CLIENT,

 

C.  Seek legal action.

 

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TERM 

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Upon completion of the project, the designer will deliver only one design in the format of PDF,JPG or PNG. If changes are needed, you are allowed Three (3) free rounds of  revisions.  Any additional revision rounds will incur a $10 fee per revision round.

 

 

COPYRIGHTS

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The CLIENT retains the copyright to data, files and graphics provided by the CLIENT, and grants the DESIGNER the rights to publish and use such material. The CLIENT must obtain permission and rights to use any information or files that are copyrighted by a third party. The CLIENT is further responsible for granting the DESIGNER permission and rights for use of the same and agrees to indemnify and hold harmless the DESIGNER from any and all claims resulting from the CLIENT’S negligence or inability to obtain proper copyright permissions, including but not limited to framing or linking to third party websites and/or third party proprietary material. A contract for any Graphic Design Services shall be regarded as a guarantee by the CLIENT to the DESIGNER that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. 

The CLIENT acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of any graphic design and all rights in any core files created or developed by DESIGNER in connec­tion with the development of any graphic design shall remain the sole property of DESIGNER and the DESIGNER hereby grants to the CLIENT a non-exclusive right to use all such rights in accordance with the graphic design specification  upon successful completion of all compensation terms and outstanding balances owed to the DESIGNER.

 

DESIGNER retains the right to reproduce Graphic Design Work in any form for marketing, future publications, competitions or other promotional uses. CLIENT may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by DESIGNER during work on the Project but not included into the final version of the Project. Such artwork belongs solely to DESIGNER who may use it at his own discretion.

 

The CLIENT shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the DESIGNER thereof.

 

 CONFIDENTIALITY

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Clopton Design Studio LLC 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 Clopton Design Studio LLC, or divulge, disclose, or communicate in any manner, any information that is proprietary to the CLIENT. Clopton Design Studio LLC  and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

 

Upon termination of this Contract, DESIGNER will return to CLIENT all records, notes, documentation and other items that were used, created, or controlled by DESIGNER during the term of this Contract.

 

CONTENT DELIVERY

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The DESIGNER will deliver to the CLIENT, via electronic mail (or a downloadable hyperlink), within 10 days after CLIENT’S approval of final design(s). Digital files containing the final design(s) will be sent to the CLIENT in the following format(s): jpg, .png... If a pdf is needed the client will have to reach out to Clopton Design Studio LLC

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DESIGN CREDIT

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A link to the DESIGNER will appear in either small type or by a small graphic at the bottom of the CLIENT’S Web site. If a graphic is used, it will be designed to fit in with the overall layout of design.

 

FORCE MAJEURE

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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 by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, 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.

 

 

ENTIRE AGREEMENT

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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. 

 

 

SEVERABILITY

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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.

 

AMENDMENT

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This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

 

GOVERNING LAW

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This Contract shall be construed in accordance with the laws of the United States.

 

NOTICE

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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

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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.

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ALL TERMS & CONDITIONS ARE SUBJECT TO CHANGE AT ANY TIME. LAST UPDATE: 01/14/2020