1. Time for Payment
Payment is due at each milestone due date as noted in the Production
Schedule. All invoices for Billable Expenses are payable within thirty (30)
days of receipt. A 1.5% monthly service charge is payable on all overdue
balances of milestone payments and Billable Expenses. Art For Souls (AFS)
retains all rights to all intermediate deliverables submitted at each
milestone. The grant of any license or right of copyright to the Client is
conditioned on receipt of full payment by the Client of the Total amount and
all Billable Expenses.
2. Default in Payment
The Client shall assume responsibility for all collection of legal fees
necessitated by default in payment.
3. Estimates
If this form is used for an estimate or assignment proposal, the fees and
Billable Expenses shown are minimum expenses only. Final fees and Billable
Expenses shall be shown when invoice is rendered. The Client's approval
shall be obtained for any increases in fees or expenses that exceed the
original estimate by twenty percent (20%) or more.
4. Billable Expenses
The Client shall reimburse Art For Souls (AFS) for all direct and indirect
billable expenses arising from this assignment, regardless of whether the
assignment is Cancelled or Terminated. Billable Expenses include but are not
limited to costs of commissioning images or subcontracting talent, software
or run-time license costs, the payment of any sales tax due on this
assignment, any travel, research, postage and delivery, photocopying, and
storage media expenses. The Client shall advance US$ __ to
AFS upon the acceptance of the Site Design for payment of said Billable
Expenses.
5. Client's Alterations
There shall be no charges to the Client for revisions or corrections or
additions made necessary by errors on the part of AFS. Any other changes
requested by the Client shall be considered Client's Alterations if they are
requested after the acceptance of the Site Design. Any changes and additions
not due to the fault of AFS and requested by the Client before the approval
of one of the Site Designs are not considered Client's Alterations. The
Client shall be responsible for making additional payments at the rate noted
herein for any Client's Alterations and any other changes in original
assignment requested by the Client. However, no additional payment shall be
made for changes required to conform to the original assignment description.
The Client shall offer AFS the first opportunity to make any changes.
6. Acceptance Procedures
Unless otherwise noted in Acceptance milestone dates of the Production
Schedule, during the Review Period within calendar days of
a Delivery, the Client shall either accept the deliverable and make the
milestone payment set forth in the Production Schedule, or provide AFS with
written notice of any corrections to be made and a suggested date for
completion of the corrections which should be mutually acceptable to both
AFS and the Client, or provide a written notice of assignment Termination if
the work is found not to be reasonably satisfactory. The Client can
Terminate the assignment only during this Review Period following the
Delivery of a milestone deliverable. Any other termination of the Assignment
shall be considered a Cancellation subject to the stipulations of Item 7.
AFS shall designate Dakota Walker and the Client shall designate
_______ as the only designated persons who will send and
accept all deliverables and receive and make all communications between AFS
and the Client. Neither party shall have any obligation to consider for
approval nor respond to materials submitted other than through the
designated persons listed above. Each party has the right to change its
designated person upon 7 calendar day(s) notice to the other.
7. Cancellation
The Client may declare the Cancellation of the assignment for reasons not
related to assignment Termination defined in Item 6. In the event of
Cancellation of this assignment by the Client, any milestone payments made
prior to cancellation shall be retained by AFS. In addition, if cancellation
is prior to the delivery of the Design Comps, a cancellation fee of fifteen
percent (15%) of the balance of the Total payments shall be paid by the
Client. If the cancellation is later but prior to the acceptance of a Design
Comp, a fee of thirty percent (30%) of the balance of the Total payments
shall be paid by the Client. If the cancellation is later but prior to the
delivery of the Initial Version, the cancellation fee shall be fifty percent
(50%) of the balance of Total payments. If the cancellation is after the
delivery of the Initial Version, the cancellation fee shall be one hundred
percent (100%) of the balance of all remaining dues. Regardless of when the
project is cancelled, all billable expenses already incurred by AFS or AFS
is liable to pay for shall be paid by the Client in full. In the event of
cancellation, AFS retains ownership of all copyrights and any original
artwork.
8. Assignment Termination
In the event that work in process is found by the client not to be
reasonably satisfactory in accordance with the Acceptance Procedures in Item
6, , the client may pay a termination fee to terminate the assignment. Any
milestone payments made prior to termination shall be retained by AFS. If
assignment termination occurs prior to the acceptance of a Design Comp, the
client shall pay a rejection fee of ten percent (10%) of the balance of
Total payments. If termination occurs after the delivery of the Initial
Version, the termination fee shall be twenty percent (20%) of the balance of
Total payments. If termination occurs after the acceptance of the Initial
Version, the termination fee shall be one hundred percent (100%) of the
balance of Total payments. Regardless of when the assignment is terminated,
all billable expenses already incurred by AFS or AFS is liable to pay for
shall be paid by the Client in full. In the event of termination, AFS
retains ownership of all copyrights and any original artwork created by AFS.
However, the Client retains all rights already purchased by AFS on behalf of
the Client from third parties.
9. Ownership and Return of Artwork
The Client acknowledges and agrees that AFS retains ownership of all
original artwork, in any media, including digital files, whether preliminary
or final. The Client waives the right to challenge the validity of AFS's
ownership of the art subject to this agreement because of any change or
evolution of the laws. The Client shall return such artwork within thirty
(30) days of use unless indicated otherwise below:
10. Copy Protection
The Client must protect all final art which is the subject of this agreement
against duplication and alteration.
11. Credit Lines
AFS and any other creators shall receive a credit line with any editorial
usage. If similar credit lines are to be given with other types of usage, it
must be so indicated here:
12. Releases
The Client shall indemnify AFS against all claims and expenses, including
reasonable attorney's fees, due to Client's uses for which no release was
requested in writing from AFS or for Client's uses which exceed authority
granted by a release by AFS.
13. Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoice may
include, and the Client shall pay, fees or expenses that were orally
authorized by the Client in order to progress promptly with the work.
14. Code of Fair Practice
The Client and AFS agree to comply with the provisions of the Code of Fair
Practice, a copy of which may be obtained from the Joint Ethics Committee,
P.O. Box 179, Grand Central Station, New York, New York, 10017, USA.
15. Warranty of Originality
AFS warrants and represents that, to the best of its knowledge, the work
assigned hereunder 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 AFS has full authority to make this agreement;
and that the work prepared by AFS 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 AFS's product which may infringe on the rights
of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD AFS HARMLESS FOR ALL
LIABILITY CAUSED BY THE CLIENT's USE OF AFS's PRODUCT TO EXTENT SUCH USE
INFRINGES ON THE RIGHTS OF OTHERS.
16. Limitation of Liability
Client agrees that it shall not hold AFS or its agents or employees liable
for any incidental or consequential damages which arise from AFS's 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 AFS or a third party. Furthermore, AFS disclaims all implied
warranties, including the warranty of merchantability and fitness for a
particular use.
17. Dispute Resolution
Any disputes in excess of one thousand (1000) US dollars arising out of this
Agreement shall be submitted to binding arbitration before the Joint
Ethics Committee or a mutually agreed upon arbitrator pursuant to the
rules of the American Arbitration Association. The Arbitrator's 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
attorney's fees, and legal interest on any award of judgment in favor of AFS.
17. Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms.
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Client Signature: |
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Art For Souls Signature: |
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