Client Agreement for Design and Branding Services
This agreement (“Agreement”) is made and entered into on the date you agreed to upon purchase on-line (“Effective Date”) between and among Rosanna Guillot, hereafter referred to as “Guillot, Me, or I,” owner of Create You LLC (the “Company”), and You, hereafter referred to as the “Client or You.”
What does that mean? It means that I’m super excited to work with you but there are a few things we need to hash out just to make sure we are on the same page, we both know what to do, and what happens if something goes wrong. I want this to be a great working relationship and that means protecting both of us!
You and I agree as follows:
TERMS, Here’s what we are agreeing to...
- During the terms of this Agreement, I, Rosanna Guillot, as the Service Provider and Designer, agree to provide branding, website design and/or design services in accordance with the Service or Product outlined.
- Dates and location of any necessary consultations are chosen between the two of us. If we have a call, let’s commit to both being on that call.
- You agree to provide me with access to your website and/or other platforms as necessary to complete the Services. This is so I can get everything done and it will be as painless as possible for you. I agree to keep all of that information confidential and it will be only be used to provide you with excellent service.
- You agree to pay me as outlined in 17hats. If for some reason payment is not received or you stop payments, you understand that the Package will not move onto the next phase until payment is received in full.
- After the first payment, you will be given a schedule with review dates and feedback due dates. You are welcome to send feedback sooner, but that does not mean the project will move faster. However, if you are late with your feedback, it may delay the project.
- You agree that I may utilize the work product (including snapshot of website design, theme, logo, etc.) as marketing materials on the Company’s website and in other forms of promotional media.
PAYMENT…Cause I gotta eat!
- You agree to make payments as invoiced or through other agreed upon method. Payments are non-refundable and non-transferable. I want you to be happy and we will work together to make that happen.
- Payment dates outlined in may be revised by me if such revision is warranted. The Package schedule and services delivery is dependent on timely feedback from you regarding design, content, and/or other.
- Credit Card Authorization (if applicable). We acknowledge that I will send an invoice or charge the credit card chosen by You on the dates and for the amounts specified.
- If You do not make payment on time as designated, I have the right to pause any work on the Package until payment is made. You understand that this will result in delay of completion of the project and timeline may need to be revised according to my discretion.
- You understand that not making a payment can result in taking legal action. You are responsible for all collection or legal fees necessitated by lateness or default in payment.
- Any fees associated with website management, or other necessary fees will be your responsibility upon completion of the Package
CANCELLATION....I have to be compensated for the hours worked.
In the event of your cancellation of this project, or any delay of more than two months, we will invoice you for the greater of either: 1) all work completed up to the date of written notification, including expenses; or 2) the amount of any advance deposit made for this project. All work will remain my property, but will be available if the project should be resumed at a later time.
DISCLAIMER...basically I can’t make any promises!
I will provide you with the best service and branding possible. You acknowledge that I have not and do not make any representations as to the future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of use of my design, website, themes, branding, products or services.
Testimonials or examples shown through my website, programs, and/or services are only examples of what may be possible. There can be no assurance as to any particular financial outcome based on the use of the programs and/or services. I make no representations and do not guarantee an increase in client sales nor promise top listing in any search engine or directory.
I may provide you with information relating to products that I believe might benefit you, but I am not responsible for any adverse affects or consequences that may result, either directly or indirectly, from any information provided. I may utilize third-party services to provide You with hosting, email, and/or other services in order to provide the Package. You are solely responsible for ensuring that You comply with the Terms of Service and policies of any third-party service and I am not liable for any adverse effects that may result from You not complying with such terms.
I also may provide You with third-party recommendations for such services as photography, copyrighting, legal, branding, or other related services. You agree that these are only recommendations and that I will not be held liable for the services provided by the third-party to the Client. I am not responsible for any adverse affects or consequences that may result, either directly or indirectly, from utilizing or not utilizing any information or services provided by a third-party.
INTELLECTUAL PROPERTY RIGHTS…all about the stuff I am making for you – it’s yours!
In respect of the design work, logos, sketches or other artwork or content [hereinafter “Material,”] specifically created for You as part of this Agreement, You maintain all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. All content created by me are Your property for use in your business. However, you may not recreate or alter the design and all reproduction rights on the copyrighted work are retained by me. You understand that You may not transfer logos, designs, or themes or other Material to a third-party and Material is only granted to You under a single-use license. You hereby grant to me the right to use the work for demonstration of past work performed for marketing purposes only.
You promise that all graphics and content including logos, trademarks and photos provided to me for use in the Package do not violate copyright law. All images displayed on the Your website will only be used after authorization by You and you have the sole responsibility regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied You, they will be the sole responsibility of You.
DISCLAIMER OF WARRANTIES...what you see is what you get.
The Services provided to You by Me under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
INDEMNIFICATION…what happens on your website is your biz!
You agree to hold me harmless from any and all liability, claims or causes of action arising out of use of the services provided. In addition, You agree that You are solely responsible for compliance with federal and/or state laws regarding any electronic commerce conducted through your we site and will hold me harmless from any claim, causes of action, penalty, tax, and/or tariff arising from the Client’s use of electronic commerce.
NON-DISPARAGEMENT...let’s be nice to each other.
The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither You nor any of your associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward me, or any of my programs, affiliates, subsidiaries, employees, agents or representatives.
DISPUTE RESOLUTION…what happens if we disagree…
If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Fairfax, Virginia, or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
GOVERNING LAW…This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, regardless of the conflict of laws principles thereof.
ENTIRE AGREEMENT…This is it!
This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both You and me.
The parties have caused this Agreement to be signed by their duly authorized representatives as of the date when the initial deposit is made.