The following terms are part of the yfficient Project Agreement. This agreement helps to define the business relationship with you, and also describes important information regarding transfer of copyright.

The content below is subject to change. Your Project Agreement will contain the current terms.

1. Time for Payment

All invoices are payable within 21 days of receipt. At 30 days, a 1½% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2. Default in Payment

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates

The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more.

4. Changes

The Client shall be responsible for making additional payments for changes requested by the Client beyond the original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Designer the first opportunity to make any changes.

5. Expenses

The Client shall reimburse the Designer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance $0.00 to the Designer for payment of said expenses.

6. Cancellation

In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Designer. A cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client.

7. Ownership and Return of Artwork

The Designer retains ownership of all originals and copies of the artwork, whether preliminary or final, and the Client shall return such artwork, including digital media, and shall permanently delete all digital copies thereof, within 30 days of use unless indicated otherwise in the Project Description.

8. Credit Lines and Attribution

The Designer and any other creators shall receive a credit line with any editorial or similar usage as described in the Project Description.

9. Releases

The Client shall indemnify the Designer against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.

10. Modifications

Modification of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.

11. Alterations

Any alteration of artwork or graphic design comprising the Designer’s work products (including but not limited to image manipulation, color shift, mirroring or flopping, combination cut and paste, deletion) is prohibited without the express permission of the Designer. The Designer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

12. Confidential Information

The Designer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, including all materials containing said information, that are supplied by the Client to the Designer, or are incorporated into the Deliverables shall be considered confidential information and shall not be disclosed to the public by Designer without the Client’s prior written permission. Information shall not be considered confidential if it is already publicly known through no act of the Designer. Designer retains the rights to display all work created by Designer for this project, including preliminary designs and final Deliverables, in Designer’s portfolios, including in print and online, and to submit such work to design periodicals and competitions, provided that no confidential information is revealed thereby.

13. Ownership of Designers Tools and Methods

All design tools and methods developed or utilized by Designer in creating or supporting Client’s use of the Deliverables, including without limitation pre-existing and newly developed application tools and other software, and general non-copyrightable concepts such as interactive structures, layout, navigational and functional elements (collectively, “Designer Tools”), shall be owned solely by Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting, internet, or wireless service providers), perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables.

14. Code of Fair Practice

The Client and the Designer agree to comply with the provisions of the Code of Fair Practice as published by the Graphic Arts Guild, New York City.

15. Warranty of Originality

The Designer warrants and represents that, to the best of his/her knowledge, the final work products delivered hereunder are original and has not been previously published, or that consent to use has been obtained consistent with the rights granted to Client herein; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained consistent with the rights granted to Client herein; that the Designer has full authority to make this agreement; and that the final work products prepared by the Designer do not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designer’s work products that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s work products to the extent such use infringes on the rights of others.

16. Limitation of Liability

Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incidental or consequential damages that arise from the Designer’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 the Designer or a third party. Furthermore, the Designer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular purpose. Client shall be responsible for all compliance with laws or government rules or regulations applicable to Client’s final product(s).

To the extent the final work products include intellectual property protected by copyright law, Client shall have sole responsibility for ensuring that use of such works do not infringe the rights of authors, and Client shall indemnify, save, and hold harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging copyright infringement, or arising out of Client’s failure to obtain copyright clearance or permissions, for use of copyrighted material.

To the extent the final work products include any word, symbols, logos or other content used to designate Client as the source of goods or services (“Trademarks”), Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save, and hold harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

The maximum liability of Designer to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, shall be limited to an amount equal to the total fees paid by Client to Designer hereunder. In no event shall Designer be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the Services, even if Designer has been advised of the possibility of such damages.

17. Dispute Resolution

Any disputes in excess of $500.00 arising out of this agreement shall be submitted to mediation in accordance with the rules of Arts Resolution Services, a program of St. Louis Volunteer Lawyers and Accountants for the Arts. If mediation is not successful in resolving the dispute, the parties may by mutual consent submit the dispute to binding arbitration. 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, reasonable attorney’s fees, and legal interest on any award of judgment in favor of Designer.

18. Acceptance of Terms

The signature of both parties shall evidence acceptance of these terms.