Terms and Conditions

In consideration for the covenants herein, the parties agree as follows:

Services.

a. General Terms. Client hereby hires Regan Graphic Design to perform advertising, design & marketing services, which may include Logo Design, Website Design and Development, Digital Design, SEO, Strategy, Copywriting, Content Creation, Illustration & Photography. Client agrees that Regan Graphic Design, in performance of Services within the scope of Client’s strategy, goals or instruction set forth in an Insertion Order (IO) or Work Order (WO), or other written instruction (“Client Guidelines”), may enter into financial and contractual commitments on behalf of Client for which Client shall bear ultimate legal and financial responsibility. Client shall provide all information reasonably requested by Regan Graphic Design to perform Services in a timely manner. The manner and means by which Regan Graphic Design chooses to perform the Services are in Regan Graphic Design’s sole discretion and control within Client Guidelines. Client understands and agrees that, when used, third parties perform services in accordance with their own terms, conditions and programs, and that Regan Graphic Design can only use reasonable business efforts to affect downstream parties terms and rates. Any changes to Services shall be agreed upon prior by both parties in an IO or WO executed outlining such.

b.Lead Generation Services. Lead Generation Services include provision of leads on a cost per lead, cost per action or other cost basis as defined in an IO.

c. Online Marketing Management Services. Online Marketing Management include management of vendors, affiliates, ad networks, Client website(s), pay per click advertising, search engine marketing, search engine optimization, social media and tracking analyses. Online Marketing Services do not include Lead Generation Services, General Media Services or Creative Services. Requested Online Marketing Management Services as delivered in a WO or IO.

d. General Media Services. General Media Services, as defined in a WO or IO, include print, television, radio advertising, direct marketing, outdoor advertising and tracking analyses.

e. Creative Services. Creative Services, as defined in a WO or IO, include development of collateral materials, HTML email, website development, website maintenance or development, logos and/or other graphics and printing services.

f. Deliverables. As long as Regan Graphic Design receives all amounts due hereunder, Client shall own all Services and work product specific to Client and all data for which Client maintains trade secret protections. If Client fails to pay for any Services deliverable, it shall have no right to use or retain such, and shall delete all such copies. All rights in and to the Services and Services work product, not expressly granted to Client in this Agreement, are reserved by Regan Graphic Design and its licensors. 

g. Changes. Client shall send Written Notice at least three business days prior to any proposed changes that may affect the Services. Upon receipt of notice, if Client fails to provide timely Written Notice for changes, Client shall remain responsible for all costs accrued during this period, regardless of whether Client failed to receive benefit.

h. Written Notice. The parties may deliver notice via email, fax or mail as long as such means includes written, human confirmation of receipt by the recipient (“Written Notice”).

i. Limited Scope of Services. Any work that Client requests outside of the scope of services described in Paragraph 1(a), above, will be subject to approval by Regan Graphic Design. Additional work approved by Regan Graphic Design will be performed and invoiced at a rate of $125.00 per hour.

Non-solicitation. Client agrees that it will not solicit or offer any employee of Regan Graphic Design employment during the term of the Agreement and for a period of six months following termination of the Agreement, without expressed written consent from Regan Graphic Design. An employee is defined as anyone employed by Regan Graphic Design during the term of the Agreement.

Non-circumvent. Client shall not, directly or indirectly, contact or obtain goods or services, from any party under an agreement with Regan Graphic Design and in use on the Client’s account during the term of the Agreement, without expressed written consent from Regan Graphic Design.

Client’s Obligations.

a. Review and Approval. Client shall review and respond within three business days (“Review”) to Regan Graphic Design requests for feedback, clarification, review or approval and Client shall verify that items for Review comply in every way expected by Client. If Client fails to respond with confirmation of receipt by Regan Graphic Design, such silence shall be considered approval of the status quo; alternatively, Regan Graphic Design may pause performance of Services pending response from Client and shall incur no liability for doing so. If Client discovers any problems after Review, Client shall provide Written Notice to Regan Graphic Design within one business day of the Review. If there are any changes that result, Client shall have three business days to re-Review and provide Written Notice within one business day to alert Regan Graphic Design of any problems. If Client fails to provide timely, Written Notice to Regan Graphic Design, all Services and/or collateral shall be considered approved by the Client.

b. Client Content. Client may (a) supply Regan Graphic Design with its own or its client’s text, artwork, website, logos, trademarks, other materials, disclaimers and/or and any other legally required language, or (b) may approve content created or modified at its request by Regan Graphic Design (a and b collectively “Client Content”). Regan Graphic Design shall place Client Content as set forth by Client unless not possible due to space or other restrictions. Client shall be solely and exclusively responsible for ensuring Client Content has no errors or misstatements and in compliance with the law. Client grants Regan Graphic Design a non-exclusive license to use, distribute, modify, optimize, copy, sublicense, display and/ or perform Client Content. If Client does not provide legally compliant or regulatory content, then Client knowingly and voluntarily assumes all risk and liability for failure to do so and shall indemnify and hold harmless Regan Graphic Design, its officers, directors, employees, sublicensees, affiliates, contractors and agents from any and all claims, losses, liabilities, damages, expenses and costs (including actual attorneys’ fees and court costs) which result from any claim, complaint or cause of action relating to or arising out of such claim, provided that the Client is given Written Notice of any such claim and Regan Graphic Design has the right to participate in the defense of any such claim at its expense.

c. Client System, and Maintenance. If Services and/or Client Content interface with a Client owned, licensed or controlled technical system, (collectively “Client Systems”), Client shall be responsible for the development, operation, uptime, and maintenance of Client Systems, including but not limited to: proper technical operation, accuracy and appropriateness, and legal compliance. Additionally, Client must provide Written Notice of any Client Systems’ downtime, including a description of the problem and a reasonable estimate as to when the problem will be corrected, no less than thirty minutes after any Client System down time or technical problems; Client shall remain responsible for all costs accrued during this period.

Payment. Client shall pay for all Services “at a package rate of $6,500.00” or “at an hourly rate of $125”. All deposits paid by Client are non-refundable and will be considered earned upon receipt. Unless otherwise indicated in a WO or IO, Client shall pay all invoices (“Invoice”) no later than fifteen (15) days after the date of the Invoice. Late payments are subject to interest at the rate of 1% per month or 12% annually. Payments do not include any local, state, or federal taxes and Client is responsible for paying any applicable taxes or fees. If Client becomes delinquent and such account is sent to a collections agency, attorney or becomes the subject of litigation, Client is liable for the payments due, interest charges at the set forth rate and the costs and expenses of collections and/or actual attorney fees, and all of the preceding during pre and post judgment through any appeal and actual collection. If Client disputes an Invoice, it shall provide Written Notice outlining the dispute in detail within three business days of receipt of the Invoice; failure to provide timely Written Notice waives all right to dispute Invoices. Client will pay for all amounts of any Invoice that are not in dispute. Failure to completely pay all amounts due (for which Client has not provided Written Notice of dispute) in a timely manner, on two or more occasions, is material breach by Client of this Agreement and failure to make any payment in a timely manner may result in suspension and/or termination of an WO or IO, and/or this Agreement, at Regan Graphic Design’s sole discretion.

Force Majeure. Either party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility or telecommunications outages, unrest or riot, strikes any action of a governmental entity; etc. provided that the party experiencing the force majeure provides the other with prompt notice as soon as reasonably possible, and uses reasonable efforts to remedy effects of such matter.

Warranties. Each party represents and warrants that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms and the signatory below has the authorization to bind itself and any party it represents or is receiving the benefit of Services, and (iii) it shall use reasonable commercial efforts to comply with all laws and regulations. Client represents and warrants that (a)

Client Content, Client Systems and disclosure of any Confidential Information by it hereunder do not violate any third party’s rights; (b) Client will not take any action which results in false or incorrect results of Services or data; and (c) Client Content and Client Systems are free from any viruses, Trojan horses, trap doors, back doors, worms, cancel bots or any other technical means intended to destroy, alter, monitor or interfere with a computer or other technical device without his or her express knowledge and consent.

Confidentiality and Intellectual Property. While performing under this Agreement, both parties may be exposed to confidential and trade secret information of the other or third parties’ businesses (“Confidential Information”). Regan Graphic Design Confidential Information includes, without limitation, this Agreement, Regan Graphic Design pricing, Software, deliverables, Regan Graphic Design’s or third parties’ business plans, partnership/affiliation arrangements, clients, financing arrangements, technical data, marketing plans, software, source codes, programming techniques, ranking techniques, sources of services and goods, costs, profits, methods of obtaining new clients, competitive analyzes, personnel information, and financial data in any form disclosed. Client Confidential Information includes any written information marked confidential. Confidential Information does not include (i) information which either party shows is or becomes generally known by the public other than as a result of a disclosure by it, and (ii) information which either party can show was known by it prior to performance of Services. A receiving party agrees not to disclose, in any form, oral, electronic or paper, disclosing party’s Confidential Information by any means to any third party, and to use such only for the purposes of this Agreement during the Term of this Agreement and for a period of three years thereafter. Client acknowledges, that unless otherwise stated herein, that Regan Graphic Design retains all copyright, trade secret, trade and service mark, patent, moral and other rights to all deliverables, Services and Software.

Liability Limit and Warranty Waiver. UNDER NO CIRCUMSTANCES SHALL REGAN GRAPHIC DESIGN BE LIABLE TO OTHER CONSUMERS OR ANY THIRD PARTY (INCLUDING ANY PARTY RECEIVING THE BENEFIT OF ADVERTISING) UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AND ANY PARTY RECEIVING THE BENEFIT OF SERVICES OR SOFTWARE ACKNOWLEDGE THAT THEY HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT. IN NO EVENT SHALL REGAN GRAPHIC DESIGN’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, SERVICES, SOFTWARE AND/OR DATA, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, AND EXPRESSLY INCLUSIVE OF ANY AND ALL REGAN GRAPHIC DESIGN INDEMNIFICATION OBLIGATIONS HEREUNDER EXCEED FIVE THOUSAND DOLLARS. EXCEPT AS SET FORTH IN THE SECTION ENTITLED “WARRANTIES”, ALL SERVICES, SOFTWARE, DELIVERABLES AND DATA ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH REGAN GRAPHIC DESIGN WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. EXCEPT AS SET FORTH IN SECTION ENTITLED “WARRANTIES”, REGAN GRAPHIC DESIGN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, DELIVERABLES, SOFTWARE AND/OR DATA, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.

Copyright. The Client agrees to indemnify and hold harmless Regan Graphic Design against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client, or materials added to the Work by the Client, for which no copyright permission or previous release was requested or obtained which exceed the uses allowed pursuant to a permission or release. By signing below Client agrees to obtain “Written Permission” for any third party (any entity Client contacts for use of copyrighted materials) copyrighted materials including artwork, photos, text, articles or any other copyrighted materials that are protected under US copyright laws. Regan Graphic Design reserves the right to request copies of “Written Permission” of Client’s third-party copyrighted materials including artwork, photos, text, articles or any other copyrighted materials that are protected under US copyright laws. “Written Permission” is a legal document furnished by the Client requesting use of third-party copyrighted materials including artwork, photos, text, articles or any other copyrighted materials that are from the third-party.

Indemnification. Client shall indemnify and hold harmless Regan Graphic Design, its officers, directors, employees, managers, members, sublicensees, subcontractors, contractors and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from claim, complaint or cause of action arising from or related to breach of any statement (a “Claim”) set forth in the section “Warranties” of this Agreement, provided that each gives the other prompt Written Notice of any such Claim and the indemnified party has the right to participate in the defense of any such Claim at its expense.

Relationship. Regan Graphic Design’s relationship with Client shall be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, joint liability or employer-employee relationship.

Termination and Term. Either party may terminate this Agreement for material breach by the other with seven business days prior Written Notice and failure to cure. This term of this Agreement shall begin upon the Effective Date and shall continue for one-year terms with annual auto-renewal. In the event of termination by Regan Graphic Design on the grounds of material breach by Client, any unpaid amounts becomes immediately due in full and all Services will be terminated no later than the effective date of termination; no refunds of any kind will be issued. Either party may terminate this Agreement, without cause, with sixty days prior Written Notice; such termination does not relieve obligations hereunder for all charges accrued through the effective date of termination. The Sections entitled “Client Content”, “Payments”, “Confidentiality”, “Warranties”, “Indemnification”, “Termination and Term”, “Limit of Liability”, and “Miscellaneous” shall survive termination.

Execution by Facsimile/E-Mail. This Agreement may be executed by the Parties and transmitted by facsimile and electronic mail, or if so executed and transmitted, this Agreement will be for all purposes as effective as if the Parties had delivered and executed the original Agreement.

Miscellaneous. Either party may assign this Agreement to any successor in interest who purchases, or through change in control owns, greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the liabilities and obligations herein; any other assignment shall be void. Client consents to personal jurisdiction and venue of the state and federal courts in Monmouth County, NJ. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement constitutes the entire agreement between the parties related to the subject matter thereof, supersedes any and all prior or contemporaneous agreements between the parties relating to advertising. If any term in this Agreement or a WO or IO is undefined or open to more than one interpretation, then it shall have the meaning ascribed by Regan Graphic Design in its sole discretion. This Agreement may only be amended through execution of an amendment or future WO or IO by authorized representatives of both parties. This Agreement will not be governed by the U.N. Convention on the International Sale of Goods, the application of which is expressly excluded.

BASIC TERMS + CONDITIONS

DEFINITIONS

As used herein and throughout this Agreement:

“Agreement” means the entire content of this Basic Terms & Conditions document, the Proposal or Estimate document(s), together with any exhibits, schedules or attachments hereto.

“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

“Deliverables” means the Services and work product specified in the Proposal or Estimate to be delivered by Designer to Client, in the form and media specified in the Proposal or Estimate.

“Designer Tools” means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, application tools, comps, concepts, sketches, visual presentations, rejected designs, layered files, or other alternate or preliminary designs and documents developed by Designer, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.

“Final Art” means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all website design, visual design, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

“Project” means the scope and purpose of the Client’s identified usage of the work as described in the Proposal or Estimate.

“Services” means all Services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Art and Deliverables to designate the origin or source of the goods or services of Client.

EFFECTIVE DATE

The terms of any Proposal or Estimate shall be effective for ninety (90) days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and Deliverables, may be subject to amendment, change or substitution.

FEES AND CHARGES

Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts according to the payment schedule set forth in the Proposal or Estimate.

Expenses. The Project pricing includes Designer’s fee only (unless otherwise noted). Client shall pay Designer’s expenses incurred in connection with this Agreement including, but not limited to, printing and production, photography and/or artwork licenses, online access fees, postage, shipping, courier, presentation materials, and photocopies, at cost plus Designer’s standard markup of twenty percent (20%). No additional charges beyond the quoted amount shall be incurred for the project unless approved by the Client.

Invoices. All invoices are payable within thirty (30) days of receipt. A 1.5% monthly service charge is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by late or default payment. Designer reserves the right to withhold delivery and any transfer of ownership if accounts are not current or overdue invoices are not paid in full, inclusive of any and all outstanding taxes, expenses, fees, charges, or the costs of changes.

GRANT OF RIGHTS

Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the Final Art and Deliverables created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Art and Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Designer 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.

Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s Web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer. Client does has the right to update any original web code that Designer supplies for a website.

Assignment. Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Designer hereby assigns to Client all right and title in and to the Final Art and Deliverables. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably required to evidence such assignment.

Attribution. Designer retains all rights of attribution and integrity provided by the United States Copyright Law, including, but not limited to, 17 U.S.C. §106A. Designer also retains sole discretion to request the display or removal of attribution on all digital, printed or published forms of the Final Art and Deliverables. Client has the right to remove any Designer attribution at their request.

Samples. Designer retains the right to reproduce, publish, display, and use the Final Art and Deliverables for promotional purposes, including, but not limited to, use in Designer’s portfolio and website, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence, and to be credited with authorship of the Deliverables in connection with such uses.

CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content (all materials, information, photography, writings and other creative content provided by Client in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal or Estimate); and (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

CONFIDENTIAL INFORMATION

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. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

RELATIONSHIP OF THE PARTIES

Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law.

Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”).

No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.

WARRANTIES

Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. Designer agrees that any web code produced as a Deliverable will fulfill it’s intended purpose. All work is tested in the current versions of major desktop and mobile browsers including those made by Apple (Safari, iOS), Google (Chrome,  Android), Microsoft (Edge), Mozilla Firefox, and Opera. Designer also tests to ensure that users of Microsoft Internet Explorer 11 and up get an appropriate experience. Designer doesn’t test in older browsers unless agreed to separately. Designer agrees to troubleshoot any found issues until they work for up to ninety (90) days after a website is put into production and/or launched.

Maintenance. Designer offers a Maintenance Plan for a quarterly fee which includes the following services performed each quarter unless specified otherwise: Update WordPress, plugins, and themes to latest versions (performed weekly); scan site for malware and any other security breaches; uptime monitoring; confirm automatic backups are running correctly; basic updates of content, design or functionality; priority support within 24 hours; and simple troubleshooting and fixes at no additional cost. The Maintenance Plan can be cancelled at any time.

INDEMNIFICATION/LIABILITY

Indemnification. 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 Work at the request of the Client for which no copyright permission or privacy release was requested or uses that exceed those allowed pursuant to a permission or release.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER AND DESIGN AGENTS 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 DESIGNER. IN NO EVENT SHALL DESIGNER 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 DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

This Agreement shall commence upon the Effective Date of the Proposal or Estimate and shall remain effective until the Services are completed and delivered.

In the event that the project stalls due to the Client’s actions, including not providing Client Content in a timely manner or not providing feedback on Deliverables, the Project shall be considered on-hold. Once a project is on-hold for over sixty (60) days, Designer can terminate the project. Client will be responsible for a restart fee in the amount of $500 or 5% of the total project cost, whichever is greater, if Client desires to resume the project.

In the event of termination by Client, Designer 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 Designer or Designer’s Agents as of the date of termination, whichever is greater; and Client shall pay all expenses, fees, and out of pockets incurred through and up to, the date of cancellation, not to exceed the original quoted fees unless otherwise approved by the Client. The initial deposit/advance payment is non-refundable.

These Basic Terms & Conditions shall apply to all Projects performed by the Designer on behalf of the Client pursuant to a Proposal or Estimate provided by the Designer and accepted by the Client, as if such Basic Terms & Conditions are stated in their entirety in such Proposal or Estimate, unless such Basic Terms & Conditions are altered in writing and signed by both parties.

MISCELLANY

All disputes arising under this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. 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 of other provisions hereof. This Agreement shall be governed by the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date below.

Date

Date