TERMS AND CONDITIONS



This page is the full contract for Alex Geana Design and tied to your Work Order. If a contract has been executed, then the Contract supersedes these terms and conditions. This is not a Work for Hire Agreement.


1. DEFINITIONS


As used herein and throughout this Agreement:


1.1 “Agreement” means the entire content of this document, the Proposal, Scope and Licence above, together with any other Supplement, Exhibits, or additional Schedules as may be attached hereto and incorporated herein by reference.

1.2 “Client Content” means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

1.4 “Deliverables” means the services and work product, as mutually agreed upon by Client and Designer, to be delivered by Designer to Client, in the form and media specified for usabilty in project scope.

1.5 “Designer Tools” means all design tools developed and/or utilized by Designer in performing the Services, including, without limitation, pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions (whether or not patentable), and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 “Final Art” means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including, but not limited to, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials, and as approved and accepted by Client.

1.7 “Final Deliverables” means the final versions of Deliverables provided by Designer and approved and accepted by Client.

1.8 “Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents, developed by Designer and which may or may not be shown and or delivered to Client for consideration.

1.9 “Project” means the scope and purpose of Client’s identified usage of the work product.

1.10  “Services” (or “Designer’s Services”) means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Deliverables.

1.11 “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations.

1.12 “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.


2. INTELLECTUAL PROPERTY PROVISIONS


2.1  Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Designer’s performance of the Designer’s Services and the production of the Deliverables.

2.2  Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Design Services or otherwise integrated into the Final Art. Under such circumstances, Designer shall inform Client of any need to license.

2.3 Assignment of Final Art and Delivrable. Upon completion of the Services and conditioned upon full payment of all fees, costs and out-of-pocket expenses due a perpetual licence is active for the Client to use the design and project created. Intellectual Property is opened by Designer and the respective creators.

2.4 Reservation of Rights. All rights not expressly granted hereunder are reserved to Designer, including but not limited to all rights in sketches, comps, or other preliminary materials.


3. HOSTING, MAINTENANCE & SUPPORT


3.1 White Frame is the proprietary content management system of Creative Firm and is owned and operated exclusively by Creative Firm and cannot be given, sold, or the code shared with third parties. It is licensed by the client for use for its intended purpose. Hosting will be provided at market cost to the client with a maintenance agreement that covers website uptime. 


3.2 99% uptime is strived for with maintenance and code updates. But we can not guarantee that: weather conditions, acts of God, nature, war, terrorism, civil disturbance, and/or the fault of a third party will not effect uptime.


3.3 Notices will be provided if there is any scheduled downtime on the server.


4. FEES


In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the Payment Terms and Schedule, as set forth in Cost section on first page.


5. ADDITIONAL SERVICES OUTSIDE OF SCOPE


5.1 Any services outside of the project Scope and Proposal are subject to additional charge. 


a) the additional of a blog to a static site is $4,500.

b) the addition of another inventory database starts at $2,500

c) integration to an existing third party database starts at $3,500.

d) after Final Deliverables are approved and changes not covered under warranty can be made at $250 per hour. 

e) mobile applications are not covered in Scope and require a proposal

f) additional requests, not in the bid sheet, can fall out of Scope. 


5.2 Expenses outside of original Scope. Additional expenses must be approved by Client before implementation. Client agrees to reimburse Creative Firm for any of the following expenses outside of original Scope of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel). 



6.2 Expenses outside of original Scope. Additional expenses must be approved by Client before implementation. Client agrees to reimburse Designer for any of the following expenses outside of original Scope of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel).


7. ASSIGNMENT OF WORK


Consultant reserves the right to assign other designers or subcontractors to accomplish the Scope of the Project and execute Service to ensure quality and on-time completion.


8. TIMING AND ACCEPTANCE


8.1  Timing. Designer shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve and accept the Deliverables in writing (which will then become the Final Deliverables) or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer.

8.2  Acceptance. Client, within 3 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client within said stated time period, the Deliverable shall be deemed accepted.


9. CLIENT RESPONSIBILITIES


Client acknowledges that he shall be responsible for performing the following in a reasonable and timely manner:

a) Coordination of any decision-making with parties other than the Designer on client side;

b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and,

c) Final proofreading


10. PUBLICATION & PORTFOLIO USAGE


The Client may publish or disclose information regarding the Project and shall acknowledge the support of Designer in all such publications. The Project may be used in Designers portfolio and Designer may refer and take credit for the Project.


11. CONFIDENTIAL INFORMATION


Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.


12. RELATIONSHIP OF THE PARTIES


12.1  Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. Designer and the Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement.

12.2  No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.


13. WARRANTY


A one (1) year warranty on code is provided for the Client. If there are any changes to any of the source base. Then Designer and team will respond and correct the challenge, if the site does not preform according to Scope. This Warranty does not cover clients own manipulation of base code.


14. INDEMNIFICATION


14.1  By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Client shall promptly notify Designer in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. Designer shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section.

14.2  By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client.


15. TERM AND TERMINATION


This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered. Licences are in effect for term of licence.


16. GENERAL


15.1  Modification/Waiver. This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

15.2  Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

15.3  Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and New York City and State without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.

15.4  Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

15.5  Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

15.6  Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties

relating to the subject matter of this Agreement.


17. ACCEPTANCE OF TERMS


By accepting, paying and using White Frame and your website, the terms have been accepted.



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