Terms & Conditions
We will always do our best to fulfill any of your needs and meet your goals and expectations, but it’s best to have a few simple details written down so that we both know about the liability and what happens if things unexpectedly go wrong. In these general terms and conditions, we have left out complicated legal terms or large passages of text. We elected to make this as simple as possible.
As our client, you have the power and ability to enter into this contract on behalf of your organization. You agree to provide us with everything that we need to complete the project including text, images, and other information when we need it, and in the format that we ask for. You agree to review our work, provide feedback, and sign-off approval promptly as well. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set but we can't be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off on our work on-time at any stage as delays may compound leading to a missed due date. Additionally, we will also maintain the confidentiality of any information provided to us.
If needed, you will supply us with any requested data, reports, copy, images, and other materials related to the campaign. This is to ensure a quick turnaround and to make the process operate as smoothly as possible. Any delay in submission may slow down the production process and make immediate and future deadlines more difficult or in extreme cases, impossible to meet.
Changes and Revisions
We will develop creative materials based on research, our best judgment, and our expertise, because we understand your preferences may differ, we allow 3 free edits / changes to the final material before final submission. Copy-based errors that are changed for quality control do not count against the aforementioned free edits.
The estimate/quotation prices at the beginning of this document are based on the number of days that we estimate we'll need to accomplish everything that you have told us you want to achieve. If you change your mind or add additional edits past the third, you will be charged the daily rate set out in the estimate we gave you. Along the way, we will ask you to put requests and changes in writing and to not solely communicate them verbally so we can keep track of changes.
We can't guarantee that the work will go according to plan due to unforeseen events, as such, we can't be liable to you or any third party for damages, including lost profits, lost savings, other incidental, consequential, or special damages arising out of the unforeseen circumstances.
Just in case of any legal issues involving release issues or copyrights with images that were approved, you ensure we aren’t held responsible for any claims, costs, or expenses, including attorney fees. Any compensation arising from a dispute is not to exceed the total amount of this contract.
Additionally, if a party to this contract brings any action, including an action for declaratory relief, to enforce or interpret the provision of this contract, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled, not to exceed the total amount of this contract. The court may set such fees in the same action or in a separate action brought for that purpose.
You authorize us to use any third-party applications and software we require to complete our tasks. This means, for example, we may use vector or photo editing software of our choosing instead of using legacy or client requested/provided software. If any provision of this contract shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Except as provided in this contract, Blue Arris LLC retains all copyrights and other intellectual property interests in respective artworks and in the design, drawings, sketches, prototypes, and other materials for the artworks. Blue Arris LLCs’ copyright shall not extend to predominantly functional aspects of the building or site that may be incorporated into artworks, or which are in the areas of the artworks, such as flooring, walls, and other fixtures and features of the sites, furnishings, or other similar objects located at the site. You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in any assets, designs, or other related projects are either owned by yourselves or that you have permission to use them.
Blue Arris LLC may place a copyright notice on respective Design work in the form and manner required to protect copyrights in the Design under United States copyright law. If the copyright is registered with the U.S. Copyright Office, Blue Arris LLC shall provide you with a copy of the application for registration, the registration number, and the effective date of registration.
When we receive your final payment, copyright and ownership is assigned to you, you will own the rights to graphics, products, and other designs that we create for you as part of this project. You have the non-exclusive, perpetual, and royalty-free right to make reproductions of the Artworks in whole or in part, and to distribute and publicly display such reproductions in print, via the Internet, or through any other means now existing or hereinafter invented. We will give you a digital copy of all final files and you should securely store them as we are not required to keep them or provide any native source files that we used in making them. You also own text content, photographs, and other data you provided unless someone else owns them.
Blue Arris will retain an irrevocable license in perpetuity, to use work and elements of the work provided in the future without royalty. The aforementioned license allows us to display the work in our portfolio regardless of the medium, to write about the project on websites, submit to competitions for agency awards, in magazines, in books, other publications, and through any other means now existing or hereinafter invented. All other rights not expressly granted in the document are granted to us here at Blue Arris LLC. You are free to do as you’d like with the final product, with one exception you are not allowed to make any changes to our work and claim us responsible for the edit(s). Neither party shall reproduce or distribute copies of the designs for sale without the prior written consent of the other parties. Parties may include elements or copies of the designs for commercial purposes in publications without prior written consent only when the designs are not the sole focus of the publication, (e.g. Included in part of a documentary or in part of a subscription only magazine ).
You are not responsible for any third party infringement of Blue Arris LLCs’ copyrights and are not responsible for protecting the intellectual property rights of Blue Arris LLC. In the event of infringement of the designs by third parties, you and Blue Arris LLC shall consult with one another to determine a course of action, whether by you, Blue Arris, or by you and Blue Arris LLC jointly, to address such infringement.
Blue Arris LLC reserve all rights to prosecute third parties for violations by such third parties of Blue Arris LLCs’ moral rights including without limitation CAPA and VARA, provided that Blue Arris LLC consults with you prior to pursuing such claims.
You may cancel this contract upon 15 days’ written notice to Blue Arris LLC and shall include in such notice the reasons for cancellation. Blue Arris LLC may cancel this contract upon 30 days’ written notice to you and shall include in such notice the reasons for cancellation.
In the event of termination, Blue Arris LLC shall be entitled to compensation for services performed to the effective date of termination; you may not condition payment of such compensation. You may request delivery from Blue Arris LLC, any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Blue Arris LLC or prepared by or for Blue Arris LLC or you in connection with this contract. Blue Arris LLC shall deliver requested materials to you upon 20 days’ written notice.
If you wish to cancel this contract, you effectively award your down payment to Blue Arris LLC, this award is not contingent on percentage of work completed. In the event of cancellation, Blue Arris LLC is not liable for any damages incurred to you or any third parties due to cancellation or non-delivery of work and Blue Arris LLC retains ownership of all copyrights and original work created.
You agree to pay the invoices that we send you promptly, you also agree to stick to the following payment schedule, which will be as follows but may be revised, at our discretion, based on further conversations between us.
Payment of half of the total amount is to be paid to Blue Arris LLC once contract is finalized, approved, and signed. The remainder of the fee payable not more than 15 days after the submission of invoices and agreed upon deliverables. You agree that complete payment will be submitted via direct deposit, cash, or check. Interest accrued if payment is more than 15 days late is 5% of the outstanding amount to be added every 7 days, starting from the 16th day after receipt of ﬁnished product. You cannot transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of the remaining provisions.
Although the language is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of United States Courts.
Both parties must sign on the complete contract shared via email and agree that they understand the terms of the contract, agree to the set upon estimate, as well as to keep a copy for their records.