In consideration of the Services to be performed by Kris-Creations, Client shall pay to Kris-Creations 100% of the cost set forth on Kris-Creations.com prior to project commencement and, if applicable, all applicable sales, use or value added taxes. Additional services may be rendered at an hourly rate set forth by Kris-Creations at the time of the service request.
2.1 General Changes. Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Kris-Creations’s standard hourly rate. Such charges shall be in addition to all other amounts.
2.2 Testing and Acceptance. Kris-Creations will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within ten (10) business days of receipt of each Deliverable, shall notify Kris-Creations, in writing, of any failure of such Deliverable to comply with the specifications set forth on Kris-Creations.com, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. In the absence of such notice from Client, the Deliverable shall be deemed accepted after ten (10) business days of receipt of deliverables.
Client acknowledges that it shall be responsible for performing the following:
Kris-Creations retains the right to reproduce, publish and display the Deliverables in KrisCreations’s portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
KrisCreations retains the right to re-use and modify portions of any of the designs we create.
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 without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict 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 under the Proposal except as may be required by a court or governmental authority.
6.1 Independent Contractor. Kris-Creations is an independent contractor, not an employee of Client or any company affiliated with Client. Kris-Creations shall provide the Services under the general direction of Client, but Kris-Creations shall determine,in Kris-Creations’s sole discretion, the manner and means by which the Services are accomplished. Kris-Creations and the work product or Deliverables prepared by Kris-Creations shall not be deemed a work for hire as that term is defined under Copyright Law.
6.2 KrisCreations Agents. KrisCreations shall be permitted to engage and/or use third party designers,developers, or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Kris-Creations shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
7.1 By Client. Client agrees to indemnify, save and hold harmless KrisCreations 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 KrisCreations shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Kris-Creations provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Kris-Creations in providing such assistance.
7.2 By KrisCreations. Subject to the terms, conditions, express representations and warranties provided in this Agreement, KrisCreations 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 Kris-Creations’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 provided that
(a) Client promptly notifies Kris-Creations in writing of the claim;
(b) KrisCreations shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Kris-Creations with the assistance, information and authority necessary to perform KrisCreations’s obligations under this section. Notwithstanding the foregoing, KrisCreations shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Kris-Creations.
7.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF KriS-Creations ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Kris-Creations, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“Kris-Creations PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Kris-Creations. IN NO EVENT SHALL KrisCreations BE LIABLE FOR ANY LOST DATA OR CONTENT,LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Kris-Creations, EVEN IF Kris-Creations HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.1 This Agreement shall commence upon full payment of the services/ and or products, the Effective Date, and shall remain effective until the Services are completed and delivered.
8.2 This Agreement may be terminated at any time by either party effective immediately upon written notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
8.3 Client’s account may be terminated under the following provisions:
(a) Client is unable or unwilling to provide payment for services offered on kris-creations.com
(b) Client is sending harassing emails
(c) Client is unresponsive for 30 days (in which case project will be considered abandoned)
8.4 In the event of termination, KrisCreations shall be compensated for the Services performed through the date of termination in the amount of
(a) any advance payment,
(b) a prorated portion of the fees due, or (c) hourly fees for work performed by Kris-Creations or Kris-Creations’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. No refunds, partial or otherwise, will be granted without prior written request from Client. Written request must be provided within 15 days of termination, otherwise no refund, partial or otherwise, will be provided.
8.5 In the event of termination by Client and upon full payment of compensation as provided herein, Kris-Creations grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
9.1 Force Majeure. Kris-Creations shall not be deemed in breach of this Agreement if Kris-Creations is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Kris-Creations or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Kris-Creations’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Kris-Creations shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
9.2 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Kris-Creations will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Kris-Creations shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
By agreeing to the Logo Design Questionnaire and/or the Website Design Questionnaire, you, the Client, have agreed to all of the terms and conditions and Schedule A: Intellectual Property Provisions of this Agreement effective as of the date of submission of this form, and the person submitting this form represents that they have the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions and Schedule A: Intellectual Property Provisions herein.
IP 1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART.
IP 1.1 Preliminary Works. Kris-Creations retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Kris-Creations within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Kris-Creations.
IP 1.2 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, Kris-Creations assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Kris-Creations for use by Client as a Trademark. Client hereby indemnifies, saves and holds harmless Kris-Creations from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
IP 2. RIGHTS TO FINAL ART.
IP 2.1 Upon completion of the Services, and expressly subject to full payment of all fees, Kris-Creations grants to Client the rights in the Final Art as set forth below. Any additional uses not identified herein require an additional license and may require an additional fee. All other rights are expressly reserved by Kris-Creations. The rights granted to Client are for the usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
Category of use: Interactive/Web
Medium of use: Internet
Duration of use: Unlimited
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