1.1 Agreement means the Client Agreement, these Terms of Service, together with any exhibits, schedules or attachments to the Client Agreement.
1.2 Client Content means all materials, information, photography, writing and other creative content provided by the client for use in the preparation of or incorporation in Deliverables.
1.3 Deliverables means the services and work product specified in the Client Agreement to be delivered by Taylored, LLC (“Taylored”) to Client, in the form and media specified in the Client Agreement.
1.4 Final Art means all creative content developed or commissioned by Taylored exclusively for the Client and incorporated into and delivered as part of the Final Deliverables, including but not limited to, visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Taylored’s selection, arrangement and coordination of such elements together with Client Content or Third-Party Materials.
1.5 Final Deliverables means the final versions of Deliverables provided by Taylored and accepted by the Client.
1.6 Revision means a modification that does not change the nature of the Project but affects the outcome of the Deliverable in a minimal way, including but not limited to, changing the color palette, editing or rewriting a tagline, replacing a photo or minor layout changes.
1.7 Scope Change means adding or eliminating a type of Project or a modification of the scope that significantly affects the outcome of the Deliverables, including but not limited to, changing a technology platform, changing the layout size for a packaging project that warrants a new design, or changing a vendor partner that requires design changes with newparameters.
1.8 Services mean all services and work products to be provided to Client by Taylored as described and otherwise further defined in the Client Agreement.
1.9 Third Party Materials means proprietary third-party materials which are incorporated in Final Deliverables, including without limitation, stock photography or illustration.
1.1 Fees. In consideration of the Services to be performed by Taylored, Client shall pay Taylored fees in the amount and according to the payment schedule set forth in the Client Agreement.
1.2 Expenses. Client shall pay Taylored’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprint, models, presentation materials, photocopies, parking fees, and transportation at cost plus Taylored standard markup of 10%, and, if applicable, mileage reimbursement at the current IRS standard mileage rate for businesses; and (b) travel expenses including transportation, meals, and lodging, incurred by Taylored with Client’s prior approval.
1.3 Additional Costs. The Project pricing includes Taylored’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Client Agreement. Any meetings beyond those provided for in the Client Agreement will be an additional charge at the rate of$100/hour.
1.4 Payment and Invoices. Client will make all payments set forth in the Client Agreement. Taylored will not start work on the Project until it receives from Client the deposit specified in the Client Agreement. Taylored will not release the final Deliverables to Client until Client has made the final payment. Invoices are due within 30 days of the date of the invoice. Taylored will charge Client a monthly service charge of 1.5% on all overdue balances. Client is responsible for all collection costs and attorney fees Taylored incurs as a result of Client’s late or default payment.
1.1 Revisions. Client will pay Taylored for all time and materials Taylored incurs to complete revisions beyond those allowed in the Client Agreement. Taylored’s standard rate is $100 per hour. Time and material charges for additional revisions will be in addition to all other amounts Client must pay Taylored under the Client Agreement.
1.2 Scope Changes. If Client requests a Scope Change, Taylored will prepare a new Client Agreement for Client’s written approval. Taylored will not begin work on the Scope Change until Taylored obtains Client’s written approval and any additional deposit Taylored requires.
1.3 Timelines. Taylored will undertake commercially reasonable efforts to perform the Services within the timeline identified in the Client Agreement. However, all timelines are dependent on the Client providing Taylored with materials, approvals and instructions. Any delays in Client’s performance may delay delivery of the Deliverables. Taylored is not responsible for any delays caused by Client or others.
1.4 Acceptance. Taylored will exercise commercially reasonable efforts to test the Deliverables that require testing and to make all necessary corrections prior to providing Deliverables to Client. The client will appoint one person as the main contact for all Project and this person will be authorized to accept Deliverables. Within 5 business days of Taylored’s delivery of each Deliverable to Client, Client shall notify Taylored, in writing, of any corrections, changes or amendments Client wishes made to such Deliverable. Any and all objections, corrections, changes or amendments will be subject to these Terms of Service. In the absence of such notice from Client, Taylored and Client will deem Deliverable accepted. Taylored is not liable for errors discovered after acceptance but will make changes upon request for an additional fee.
Taylored in an independent contractor, not an employee of Client or any company affiliated with Client. The Deliverables prepared by Taylored shall not be deemed work for hire as that term is defined under copyright law. Taylored shall be permitted to engage third parties as independent contractors (“Independent Contractors”) in connection with the Services. Notwithstanding, Taylored shall remain fully responsible for the Independent Contractor’s compliance with the Terms of Service of this Agreement.
1.1 By Client. Client represents, warrants and covenants to Taylored that (a) Client owns all right, title and interest in, or otherwise has full right and authority to permit the use of the Client Content,(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any trademarks in connection with the Project does not and will not violate the rights of any third party, and (c) Client shall comply with the Terms of Service of any licensing agreements which govern the use of Third-PartyMaterials.
1.2 By Taylored. 1.2.1 Taylored hereby represents, warrants and covenants to Client that Taylored will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
1.2.2 Taylored further represents, warrants and covenants to Client that (i) except for Third Party materials and Client Content, the Final Deliverables shall be the original work of Taylored and/or its Independent Contractors, (ii) in the event that the Final Deliverables include the work of Independent Contractors, Taylored shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Taylored to grant the intellectual property rights provided in Section 11.3,and (iii) to the best of Taylored’s knowledge, the Final Deliverables provided by Taylored and Taylored’s Independent Contractors does not infringe the rights of any party.
1.2.3 In the event Client or third parties modify or otherwise use the Deliverables for any purpose not identified in the Agreement or contrary to the Terms of Service noted herein, all representations and warranties of Taylored shall be void.
Taylored shall use commercially reasonable efforts to ensure that all Final Deliverables are designed to comply with the applicable rules, codes and regulations such as the Americans with Disabilities Act, aka ADA. However, Taylored is not an expert and makes no representations or warranties in connection with compliance with such rules, codes or regulations. The compliance of Final Deliverables with any such rules, codes or regulations shall be the responsibility of Client.
1.1 THE DELIVERABLES OF TAYLORED ARE SOLD “AS IS.”
1.2 IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF TAYLORED, ITS MEMBERS, EMPLOYEES, INDEPENDENT CONTRACTORS AND AFFILIATES, TO CLIENT FOR DAMAGESFOR 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 TAYLORED ON THE PROJECT.
1.3 IN NO EVENT SHALL TAYLORED BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR SERVICESPROVIDED BY TAYLORED.
1.1 By Client. The Client agrees to indemnify Taylored against all liability or loss arising out of or resulting from a breach by Client of its obligation under this Agreement, or the negligent acts or omissions of the Client, Client’s employees or agents.
1.2 By Taylored. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Taylored 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 Taylored’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 negligence or misconduct of Client provided that Client promptly notifies Taylored, in writing, of the claim. Notwithstanding the foregoing, Taylored shall have no obligation to defend of 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 Taylored.
1.1 Notice. Either party may cancel this Agreement, with immediate effect, by giving writtenn otice. Taylored, LLC
1.2 Payment Due. In the event of cancellation, Client shall compensate Taylored for the Services performed through the date of cancellation, in full, as of the date of termination. Client shall pay all expenses, fees, out-of-pocket expenses and any additional cost Taylored or Taylored’s Independent Contractor incurred, through and up to, the date ofcancellation.
1.3 Rights to Deliverables. In the event of cancellation by Client and upon Client’s full payment of compensation to Taylored as provided herein, Taylored grants to Client such right and title as provided for in Section 11.3 with respect to those Deliverables provided to and accepted by Client as of the date of cancellation.
1.1 Modification/Waiver. Taylored and Clientmay modify this Agreement. Modifications must be in writing.Failure by either party to enforce any right or seek toremedy any breach under this Agreementwill not be construed as a waiver of such rightsnor will a waiver by either party of defaultin one or more instances beconstrued as constituting a continuing waiver or as a waiver of any otherbreach.1.2
No Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
1.3 Force Majeure. Taylored shall not be deemed in breach of this Agreement if Taylored is unable to complete the Services or any portion thereof by reason of fire, earthquake, act of God or public enemy, death, illness or incapacity of Taylored’s members, employees, or Independent Contractors, or any other event beyond Taylored’s control. Upon any such event, Taylored will 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.
1.4 Severability. If any part of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force and effect.
1.5 Governing Law and Dispute Resolution.
1.6 This Agreement shall be construed in accordance with the laws of the state of Arizona.
1.7 Taylored and Client agree that any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement, any of which is in excess of$10,000, shall be submitted to and decided by binding arbitration administered by Phoenix Arbitration. Judgment upon the award as a result of such arbitration may be entered in any court having jurisdiction.
1.1 Client Content. Client Content, including all pre-existing trademarks, shall remain the sole property of Client. Client hereby grants to Taylored a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Taylored’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2 Third Party Materials. All Third-Party Materials are the exclusive property of their respective owners. Taylored shall inform Client of all Third-Party Materials that may be required to perform the Services or otherwise integrated into the Deliverables. Taylored shall inform Client of any need to license, at Client’s expense, Third Party Materials for use in the Deliverables.
1.3 Final Art. Upon completion of the Services, expressly subject to full payment of all invoices, Taylored transfers to Client all right and title to all designs, concepts or ideas included in the Final Art and Deliverables.
All displays or publications of Deliverables will bear accreditation or copyright notice in Taylored’s name in the form, size and location as incorporated by Taylored in the Deliverables, or as otherwise directed by Taylored. Taylored retains the right to reproduce, publish and display Deliverables or any version of Deliverables in Taylored’s portfolios and websites, design periodicals, and other media for the purposes of marketing or recognition of creative excellence and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website. Additionally, Taylored shall have the right to document, photograph or otherwise record all versions of completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs or records for Taylored’s promotional purposes. Client agrees to allow Taylored access to Deliverables provided directly to Client by third parties.