Terms of Service

Agreement as of the date below between you (hereinafter referred to as the “Client”) and Adam Ross, (hereinafter referred to as the “Designer”) with respect to the creation of a certain design or designs (hereinafter referred to as the “Designs”). Whereas, Designer is a professional designer of good standing; Whereas, Client wishes the Designer to create certain Designs described more fully herein; and Whereas, Designer wishes to create such Designs; the parties hereto agree as follows:

1. Deliverables and Deadlines

The Designer agrees to create the Designs in accordance with the specifications sent by the Client before each project and agreed upon before design work for the project begins. The Designs shall be delivered by a date agreed upon by the Client and Designer before each project begins. If no date is agreed upon, the Designer takes no responsibility for work being produced late or offers any guarantee to complete work by a deadline set after the project begins. The Designs shall be delivered in the form of one set of finished electronic mechanicals, more fully described as data files, unless otherwise noted by the client before each project begins.

2. Grant of Usage Rights

Upon receipt of full payment after each project’s completion, Designer grants to the Client the following usage rights with the Designs:
For use as: any use directly by the Client (not a third party client)
For the product or publication named: any produced by the Client (not a third party client)
In the following territory: worldwide
For the following quantity: unlimited reproductions

Other limitations may be determined in writing before each project. With respect to the usage shown above, the Client shall have nonexclusive rights. The client grants the Designer right to reproduce the Designs for purposes of self-promotion or advertising. This grant of rights includes electronic rights in which event the usage restrictions shown above shall be applicable. For purposes of this agreement, electronic rights are defined as rights in the digitized form of works that can be encoded, stored, and retrieved from such media as computer disks, CD-ROM, computer databases, and network servers.

Addendum 1: Logos and Websites

In regards to logo, trademark, identity creation, and website design for the Client, the Designer hereby grants the usage rights of finished Designs for any future project(s), in an unlimited quantity, including Designs created by a party other than the Designer.

3. Copyright, Ownership, and Return of Designs

Upon receipt of full payment after each project’s completion, Designer grants to the Client the copyright ownership of the final Designs, but not the source files used to create the Designs.

Source Files. In the event that Client wishes to receive the original/source files used to create the Designs: (A) The Client must request the source files; (B) The Client agrees not to modify, redistribute, or reuse the Designs if in violation of the Grant of Usage Rights (see section 2); (C) The Client agrees to pay an extra fee based on a percentage of the final project cost. At this time, full copyright ownership of the original/source files is transferred to the Client (see section 8).

The ownership of removable electronic storage media and of original artwork, including but not limited to sketches, design comprehensives and any other materials created in the process of making the final Designs as well as illustrations or photographic materials such as transparencies, shall remain with the Designer and may not be used by the Client.

Samples. The Client agrees to send the designer 10 samples of the finished, printed project. In some cases it may be hard or impractical to send 10 samples; in this case, the Client must notify the Designer before the final Designs are sent to the printer so that the Designer may setup alternate arrangements.

4. Fees and Expenses

Client agrees to pay design fees as stated on the Project Budget and any hourly fees incurred. Client agrees to reimburse the Designer for all expenses including but not limited to illustration, photography, travel, models, props, postage, and messengers. These expenses shall be marked up 20 percent by the Designer when billed to the Client. The final invoice will contain a breakdown of fees and expenses. See the Designer’s Fee Sheet (available at request) for more details on miscellaneous fees.

5. Payment, Advances, and Late Fees

Client agrees to pay the Designer within 30 days of the date of Designer’s billing. In the event that work is postponed at the request of the Client, the Designer shall have the right to bill pro rata for work completed through the date of that request, while reserving all other rights under this Agreement. Advance fees are decided on by the Designer before the creation of the Designs. Generally, the Client shall pay Designer 50 percent of the fee as an advance against the total fee. The remainder of the fee shall be paid within 30 days upon completion of the project when the finished designs are delivered. In the cases of smaller projects, the Designer may decide to waive the advance for the convenience of the Client. Overdue payments shall be subject to interest charges of 1.5 percent monthly of balance overdue.

6. Revisions and Authorship Credit

The Designer shall be given the first opportunity to make any revisions to the comps and/or Designs requested by the Client. If the Designer objects to any revisions to be made by the Client, the Designer shall have the right to have his or her name removed from the published Designs. Authorship credit in the name of the Designer will accompany the Designs when reproduced if both the Designer and Client desire.

7. Cancellation

In the event of cancellation by the Client, the following cancellation payment shall be paid by the Client: (A) Prior to completion of comps: 40% of Project Budget total; (B) Prior to completion of final round of designs: 60% of Project Budget total; (C) After the final designs are completed and turned in: 100% of Project Budget total. These fees do not include all expenses of production as well as related expenses including but not limited to illustration, photography, travel, models, props, and messengers used thus far — these expenses shall be marked up 20 percent and will be charged in full. In the event of cancellation, the Client shall own all rights to the Designs completed thusfar and/or Designs in-progress, but not any of the unused comprehensive/concepts. The billing upon cancellation shall be payable within 30 days of the Client’s notification to stop work or the delivery of the Designs, whichever occurs sooner.

8. Copyright and Printing Releases

The Client agrees to indemnify and hold harmless the Designer against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Designs at the request of the Client for which no copyright permission or privacy release was requested or uses which exceed the uses allowed pursuant to a permission or release. If the Designer does not conduct press check and receive hard-copy proofs from the printer for approval before going to press, and there are errors in the final printing, the Client may not hold the Designer liable for any and all claims, costs, and expenses related to those errors.

9. Confidentiality

The Designer and Client hereby agree not at any time to disclose to anyone any information or trade secrets disclosed by either party, or utilize such confidential information for its own benefit, or for the benefit of third parties. This confidentiality agreement shall not be applicable to information in the public domain.

10. Duration of Contract

This contract is continuous and is binding to each project the Designer is hired for hereafter. The contract may be terminated or modified at the written request of the Client or Designer.

11. Miscellany

This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions orally. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This Agreement shall be governed by the laws of the California.

 

The parties hereto have signed this Agreement as of the date first set forth below. 

ADAM ROSS

 


I agree to these terms and conditions.