Terms
Purpose of this Agreement

Client wishes to hire Designer to provide services relating to Client’s brand design needs, as detailed in this Agreement. Designer has agreed to provide such services according to the terms of this Agreement.

Services

The Designer agrees to provide custom brand and web design services as outlined in the Official Proposal sent and signed by the Client. This Contract covers the full scope of services and deliverables listed in the proposal from the Designer, provided to the Client.

Schedule:

The Designer will use commercially reasonable efforts to complete the services within the timeframe outlined in the Official Proposal. Any delays caused by the Client or unforeseen circumstances such as illness, family emergency, or an an act of God (fires, natural disasters, flooding, storms) may result in a reasonable extension of the timeline. Client must respond to any Designer communication within a reasonable amount of time. If Client fails to respond to Designer within a reasonable amount of time for feedback or any other Designer request(s), it is within the Designer’s discretion to delay Client’s Services, terminate the contract, or charge a re-start fee for the unreasonable delay. 

Payment

The Client agrees to pay the Designer the total fee as outlined in the Signed Proposal for the services rendered, according to the payment schedule selected by Client in the signed proposal. Failed payments will result in stopping the project with no deliverables. 

Revisions and Alterations

The Client is entitled to 2 rounds of revisions to the design concepts. Additional revisions or major alterations requested by the Client beyond the agreed-upon scope may incur additional charges at the Designer's hourly rate.

Expenses

Client is responsible for paying for and delivering any third-party software licenses or products Client wishes Designer to utilize. If Designer would like to utilize any items outside of the original scope of work (such as paid stock photography, etc), Designer will present the cost of goods to Client for approval before proceeding. 

Confidentiality

Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement. Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Client Responsibilities

Client agrees to provide all necessary information and materials requested for the brand and web design in a timely manner. Client agrees to review and approve design concepts and provide feedback in a timely manner. Delay in response times may incur a delay in the project completion 

Deliverables

Branding

Client will receive all logo variations that Designer sees necessary, in all colors of the Client's color palette, and in CMYK and RGB color codes. Client will receive 4 different file types (jpg, png, pdf, svg) and in Vector format. If Client requests an additional file type, logo variation, or color, this will incur additional costs. 

Client will receive their brand color palette and HEX and PMS color codes. The client will receive their brand fonts, brand board, brand guidelines, and any other design elements that Designer deems necessary to provide or as outlined in the official proposal.

File Storage

Digital copies of designs produced in the course of fulfilling this Agreement will be stored until delivery of final designs and/or products. After the project has been completed and the digital files have been delivered, Client releases Designer from any and all liability for lost or damaged files or designs.

Intellectual Property

Assignment of Copyright. Upon final payment, Designer assigns all copyright in the final work(s) created to Client. Designer retains a non-exclusive, worldwide license to show the Client’s work in Designer’s portfolio and related marketing materials. Prohibited Uses of Designs. Some uses of Designer’s property are expressly prohibited in order to maintain the integrity and quality of Designer’s reputation and work. Any resale of the designs through direct or indirect means, including, but not limited to: selling the designs as stock designs; selling or allowing use of the designs by a third party such as a corporation or advertiser. Any illegal assignment of Designer’s work, such as allowing third party use of a design online or in print without attribution. Any use of designs, personally or otherwise, which does not include attribution to Emily Wells Design Client expressly agrees not to produce derivative works of Designer’s property, such as, but not limited to, designs of a design, scans into a computer, unauthorized design collages or other works that incorporate a substantial portion of Designer’s property in a way that distorts or denigrates the design’s high resolution. Any use deemed unreasonable or defamatory, at the discretion of Designer. Any retouched or further edits of designs that materially alters the composition of the design, such as by applying filters, changing the colors or other means of degradation, as determined by Designer. Client will not purposefully try to hide or otherwise conceal attribution to Designer, such as by printing attribution in such small print or font that the source of the design is not readily apparent to the reasonable viewer. Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party. 

Approvals

It is Client’s sole responsibility to make sure the design(s) are free of errors, such as spelling, informational or grammatical errors, prior to printing. Client is solely responsible for final approval of any and all designs before the Designer sends the designs to print or publishing. Client understands and agrees to accept responsibility for payment and processing charges for any and all designs Client has approved. Designer shall send final designs to Client for Client’s approval via email. Client shall approve designs within the agreed upon timeline, and any designs that are not approved within this timeline are subject to a delay in printing or shipments. 

Exclusivity

Client understands and agrees Client has hired Designer exclusive of any other service provider for the Services listed in this Agreement, and no other designers, other than any assistant or third party that Designer has hired to complete the Services, are permitted to provide the same Services, paid or unpaid, unless prior permission is granted by Designer. 

Loss of Designs

In the rare event that any or all designs are lost through the fault of the Designer, such as damage to the computer or equipment, or stolen computer or equipment, Designer shall either re-create any work created within a reasonable amount of time, or refund Client the corresponding percentage of lost designs. For example, if 30% of the original designs are lost, Designer shall refund 30% of the Total Cost. Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer. 

Limit of Claim

If Client wishes to pursue legal action arising out of or related to this Agreement, the claim must be filed before one year of the project completion date. Indemnification: Client agrees to indemnify and hold harmless Designer, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Designer to pay for any such damages. 

Style Release

Client has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that Designer’s Services will produce a reasonably similar outcome and result for Client. Designer will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Designer’s current portfolio and services, and Designer will try to incorporate any suggestions Client makes. However, Client understands and agrees that: Every client and final delivery is different, with different tastes, budgets, and needs. Design is a subjective service and Designer is a provider with a unique vision, with an ever-evolving style and technique. Designer will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions. Dissatisfaction with Designer’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned. 

Non-disparagement

The Parties mutually agree not to make public defamatory statements that would materially harm the reputation or business activities of any Parties to this Agreement. Relationship of the Parties: Designer and any related subcontractors are not employees, partners, or members of Client’s company or organization. Designer has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Designer has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Designer.

Cancellations or Rescheduling

Cancellation. If Client desires to cancel or reschedule Services, Client shall provide notice to Designer as soon as possible via the Notice provisions detailed in this Agreement. Upon cancellation, all outstanding fees are immediately due and payable to Designer. Providing Notice will not relieve Client of any currently outstanding payment obligations. Designer will not be obligated to refund any portion of monies Client has previously paid to Designer. It is within Designer’s discretion to issue a partial or full refund.

No-Show Client. If Client does not respond to any given communication or reasonable, material request from Designer within 30 days of contact it is within Designer’s discretion to charge a rescheduling fee and Designer’s delivery of any outstanding Services will be delayed. If such activity occurs more than once, it is within Designer’s discretion to cancel this Agreement without further delivery of Services. At such a time, all outstanding fees will become immediately due and payable. 

Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of impending terrorism. 

Failure to Perform Services. In the event Designer cannot perform its obligations in any or all parts of this Agreement, it (or a responsible party) will: Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and Issue a refund or credit based on a reasonably accurate percentage of Services rendered or find a reasonable replacement; or Excuse Client of any further performance and/or payment obligations in this Agreement. 

Completion

When all outstanding balances and payments are received from Client, and Designer has fulfilled all its obligations and Services in this Agreement, the Agreement is completed. Any surviving provisions remain in full force and effect. 

General Provisions

Governing Law: The laws of Alabama govern all matters arising out of or relating to this Agreement, including torts. Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect. Notice: Parties shall provide effective notice (“Notice”) to each other via email or physical address at the date and time which the Notice is sent Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. Amendment: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice. Dispute Resolution: If the Parties cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then the Parties will make a reasonable attempt to resolve their dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action. Headings: Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.