1.0 FEES
Fees to be charged and the scope of the work will be described within your estimate including an estimated fee summary for the project. Fees will not exceed the amounts outlined without prior approval from the Client.
2.0 SERVICES
BizzwithBuzz, Inc, shall provide the Basic and Supplementary Services specified below.
2.1 Basic Services
BizzwithBuzz, Inc's services under this Agreement do not include implementation such as printing, fabrication and installation of the Project design. The Client and BizzwithBuzz, Inc, agree that any such implementation is to be provided by others and BizzwithBuzz, Inc's services with respect to such implementation shall be restricted to providing specifications. Unless otherwise specified in this agreement, BizzwithBuzz, Inc, shall have no responsibility to the providers of such implementation and changes shall be billed directly to the Client. While not responsible for implementation, in a supervisory capacity, BizzwithBuzz, Inc, may assume responsibility for paying for such charges and shall be entitled to reimbursement from the Client for implementation costs.
3.0 TERMS OF PAYMENT
The Client shall pay BizzwithBuzz, Inc, for the services described in this Contract as follows.
3.1 Initial Payment
Specific projects such as website design, copywriting, product and business naming, and tagline/slogan creation services require an intial 50% payment with the remaining amount due upon final approval.
3.2 Outside Expenses
Client shall reimburse BizzwithBuzz, Inc for all expenses arising from the assignment, including the payment of any sales taxes due on this assignment. In negotiating fees and conditions with photographers, illustrators and other suppliers, BizzwithBuzz, Inc acts as an agent of the Client and the Client shall be responsible for honoring agreements that arise from the negotiations. A 15% charge will be applied to all expenses carried by BizzwithBuzz, Inc.
3.3 Changes
The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer BizzwithBuzz, Inc the first opportunity to make any changes.
3.4 Records
BizzwithBuzz, Inc, shall maintain records of reimbursable expenses and shall make such records available to the Client for inspection on request. Expenses are not to exceed budgeted costs as described in this agreement without Client approval.
3.5 Late Payment
The Client shall pay a service charge for all overdue amounts of 15% per month.
3.6 Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
4.0 CLIENT'S OBLIGATIONS
4.1 Client's Representative
The Client shall appoint a sole representative with full authority to provide or obtain any necessary information and approvals that may be required by BizzwithBuzz, Inc. The Client's Representative shall be responsible for coordination of briefing, review, and its subcontractors. If after the Client’s Representative has approved a design, the Client or any other authorized person requires changes or requires additional services from the designer, the Client shall pay all fees and expenses arising from such changes as additional services.
4.2 Artwork
All copy provided by the Client shall be in a form suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alterations. The Client shall pay all fees and expenses arising from its provision of material that do not meet such standards with advance approval of Client.
4.3 Approval of Typesetting and Final Artwork
The Client shall proofread and approve all final type before the production of artwork. The signature or email approval of the Client's Representative shall be conclusive as to the approval of all artwork, drawings and other items prior to their release for printing, fabrication or installation.
4.4 Instructions of Third Parties
The Client specifically grants to BizzwithBuzz, Inc, the rights to act on the Client's behalf to give instructions on behalf of the Client to any person or entity involved in the project, such as photographers, illustrators, writers, printers and fabricators.
4.5 Liability of BizzwithBuzz, Inc
BizzwithBuzz, Inc shall take reasonable precautions to safeguard original or other materials provided by the Client. BizzwithBuzz, Inc shall, however, not be liable for any damage to, or loss of any material provided by the Client, including artwork, photographs, manuscripts, other than or on account of willful neglect or gross negligence of BizzwithBuzz, Inc.
4.6 Limitation of Liability
The Client shall indemnify, defend and hold BizzwithBuzz, Inc harmless from and against all claims, suit damages and expenses, including reasonable attorneys fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Client agrees that it shall not hold BizzwithBuzz, Inc, or any of their agents or employees liable for any incidental or consequential damages that arise from BizzwithBuzz, Incs' failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of BizzwithBuzz, Inc, or a third party.
4.7 Modifications
Modification of the Agreement must be written or delivered electronically, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.
4.8 Cancellation
Either party may terminate this Agreement upon giving notice to the other as specified below. In the event of cancellation of this assignment, all copyrights and original artwork shall be retained by BizzwithBuzz, Inc and the Client shall pay expenses already incurred and a cancellation fee for work completed, based on the contract price.
5.0 RIGHTS AND OWNERSHIP
5.1 Rights
All services provided by BizzwithBuzz, Inc under this Agreement shall be for the exclusive use of the client other than for the promotional use of BizzwithBuzz, Inc.
5.2 Ownership
All drawings, artwork, specifications and other visual presentation materials remain the property of the designer with the exception of the final accepted designs. All materials except those which are part of the accepted design shall be returned, unaltered, to the designer.
All preliminary concepts and visual presentations produced by BizzwithBuzz, Inc, remain the property BizzwithBuzz, Inc and may not be used by the Client without written permission of BizzwithBuzz, Inc.
BizzwithBuzz, Inc retains ownership of final accepted designs until paid for, in full, by the Client. If complete payment is not made, Client may not use any part of it. BizzwithBuzz, Inc will be free to sell the design, not the confidential contents, to somebody else.
BizzwithBuzz, Inc, shall retain all artwork, drawings and specifications, for which reproducing rights have been granted for specified period from the date of the signing of this Agreement. Upon expiration of this period, all such materials may be destroyed unless the Client has requested, in writing, that they be retained and agrees to pay reasonable storage charges. The Client shall have reasonable access to all such materials for the purpose of review. The specified time for BizzwithBuzz, Inc, to retain such materials shall be two years.
5.3 Usage
Client agrees to only use final provided materials as outlined in the approved project estimate.
6.0 Unsolicited Materials
6.1 Unsolicited Materials
Please note that it is a policy of BizzwithBuzz, Inc, not to accept or consider unsolicited creative, production-related or other materials of any kind. We will not consider suggestions or ideas submitted to BizzwithBuzz, Inc, without solicitation because of the potential misunderstandings that may result. Do not send us any creative materials, such as stories, promotion or commercial ideas, music or original artwork for any reason.
If, despite this statement, you choose to submit unsolicited creative, production-related or other materials of any kind, please be advised that all such remarks, suggestions, ideas, graphics, or other information communicated to BizzwithBuzz, Inc, through this Site or otherwise (together "Submission") will forever become the property of BizzwithBuzz, Inc. BizzwithBuzz, Inc, will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, or advertising ideas for our clients) and will not incur any liability as a result of any similarities that may appear in future BizzwithBuzz, Inc, operations. Without limitation, BizzwithBuzz, Inc, will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. BizzwithBuzz, Inc, will be entitled to use the Submission for any purpose whatsoever without compensation to you or any other person sending the Submission
7.0 MISCELLANEOUS
7.1 Uniform Commercial Code
The above terms incorporate Article 2 of the Uniform Commercial Code.
7.2 Code of Fair Practice
The Client and BizzwithBuzz, Inc agree to comply with the provisions of the Code of Fair Practice.
7.3 Warranty of Originality
BizzwithBuzz, Inc warrants and represents that, to the best of their knowledge, the work assigned is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that BizzwithBuzz, Inc has full authority to make this agreement; and that the work prepared by BizzwithBuzz, Inc does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of BizzwithBuzz, Inc product that may infringe on the rights of others. Client expressly agrees that it will hold the BizzwithBuzz, Inc harmless for all liability caused by the Clients use of the Designers product to the extent such use infringes on the rights of others.
7.4 Dispute Resolution
Any disputes in excess of $1,000.00 arising out of an Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrators award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorneys fees, and legal interest on any award of judgment in favor of BizzwithBuzz, Inc.
7.5 Samples and Photography
The Client shall provide BizzwithBuzz, Inc with samples of each printed or manufactured design.
BizzwithBuzz, Inc, may use such copies and samples for publications, exhibition, or other promotional purposes.
7.6 Sales Tax
The Client shall pay any sales, use, or other transfer taxes that may be applicable to the services provided under this Agreement, including any tax that may be assessed on audit of BizzwithBuzz, Inc's tax returns. |