All invoices shall be paid within 30 days of receipt. A service charge, in addition to all bank fees incurred, will be applied to the sum of all returned payments. The grant of any license or right of copyright is conditioned on receipt of full payment.
GD Design Studio warrants and represents that, to the best of GD Design Studio's knowledge, any work assigned is original and has not been previously published; that all work or portions thereof obtained through the Client from third parties is original or, if previously published, that consent to use has been obtained; that GD Design Studio has full authority to create a legally binding contract; and that the work prepared by GD Design Studio 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 GD Design Studio's product that may infringe on the rights of others. Client expressly agrees that he or she will hold GD Design Studio harmless for all liability caused by the Client's use of GD Design Studio's product to the extent such use infringes on the rights of others.
Client shall make additional payments for changes requested by the Client in original assignment. Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion, etc.) creating additional art is prohibited without the express permission of GD Design Studio. The Client shall offer GD Design Studio the first opportunity to make any changes.
Client shall reimburse GD Design Studio for all expenses arising from an assignment, including the payment of any sales tax due on this assignment.
In the event of cancellation of an assignment, ownership of all copyrights and all original artwork, including preliminary material, shall be retained by GD Design Studio. A cancellation fee for work completed, based on a prorated portion of the contract price and expenses already incurred (including time spent), shall be paid by the Client. GD Design Studio is not responsible for reimbursing the Client for completed work or services upon assignment cancellation or delay. All completed work and payments are considered final once service has been rendered by GD Design Studio. If the Client fails to contact GD Design Studio, and GD Design Studio is unable to contact the Client, for more than 30 days, cancellation of the assignment will be presumed and the above terms will apply.
GD Design Studio will retain ownership of rights to all original artwork, whether preliminary or final, and will retain the right to display the work or reproduce it for self-promotion purposes.
Client shall indemnify GD Design Studio against all claims and expenses, including attorney's fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release.
Modification of the Agreement must be written, except that the invoice may include, and Client shall pay for, fees, modifications, or expenses that were orally authorized in order to progress promptly with the work.
The above terms incorporate Article 2 of the Uniform Commercial Code.
GD Design Studio will be held responsible for printing and delivery of, in an accurate and timely manner, Client's requested print order. The Client will not hold GD Design Studio liable for any late shipments, damaged goods, or lost orders due to fault of the printer. If a situation involving a fault on the printer's behalf occurs, GD Design Studio agrees to attempt to rectify the issue to the best its ability. Otherwise the Client will be provided with the printer's information and GD Design Studio will be renounced of all liability concerning the print order, including late shipments, damaged goods, and lost orders. GD Design Studio does not require a confirmation of delivery of the order from the Client; if an order does not arrive within two weeks after estimated delivery date stated on the Contract, and the Client has not yet reported the issue to GD Design Studio, GD Design Studio will forward all printer information to the Client (upon Client's request to do so) and GD Design Studio will not be held liable for rectification of the problem or for reimbursement of printing fees.
Full or partial payment for GD Design Studio services will denote the Client's approval to receive periodic e-newsletters and information from GD Design Studio. To opt-out, Client must email optout@gdDesignStudio.com.
The Client agrees to indemnify and hold GD Design Studio harmless against all claims, including, but not limited to, claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of the use of any and all work created for the Client, regardless of reason or time of use. In addition, GD Design Studio will not be held responsible for infringement arising from any reference or textual material provided by the Client. To the best of GD Design Studio's knowledge and belief, use of all material provided for the Client will be of a legal nature. The Client will indemnify GD Design Studio against all claims and expenses arising from uses for which the Client does not have rights to or authority to use.
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
Client agrees that it shall not hold GD Design Studio liable for any incidental or consequential damages that arise from GD Design Studio'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 GD Design Studio or third party.
Any disputes in excess of $5000 arising out of the Agreement shall be submitted to binding arbitration before 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, attorney's fees, and the legal interest on any award of judgment in favor of GD Design Studio.
In the case of an estimate or invoice, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered.
GD Design Studio shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of a design. GD Design Studio shall inform the Client promptly upon the discovery of any event or problem that may delay the development of the work significantly.
GD Design Studio will make every good-faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverables and make the milestone payment set forth or provide GD Design Studio with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both GD Design Studio and the Client.
GD Design Studio agrees to provide the Client with reasonable technical support and assistance to maintain and update the website for a fee specified by a signed contract. Such maintenance shall include correcting any errors or any failure of the website to conform to the specifications, as well as weekly updates. If the Client decides to cease maintenance, a prorated fee will be paid for work completed during that quarter.
Under the maintenance agreement, if the Client wishes to modify the Web site, GD Design Studio shall be given first option to provide a bid to perform such enhancements.
GD Design Studio acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, that are supplied by the Client to GD Design Studio or developed by GD Design Studio in the course of developing a web or print design are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of GD Design Studio.
Information and files relating to a given design/project are kept on record by GD Design Studio for no more than 1 year after assignment completion. GD Design Studio is not responsible for providing Clients, whether past or current, with any information, files or designs at any time once the final information, files or designs have been released to the Client.
Partial or full payment by the Client for any GD Design Studio service shall evidence acceptance of these terms.