The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust. This agreement is a simple document to establish a healthy professional working relationship between us. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. We want what’s best for both parties, now and in the future.

So in short;

You, (“You, Client”) are hiring us, Ame Creatives (“Designer, Company, We or Us”) for:

• The Iconic Brand

For the total price as outlined in the contract.

Of course, it’s a little more complicated, but we’ll get to that.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work; provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set and on top of that, we'll maintain the confidentiality of everything you give us.


SERVICES AND PRODUCTS

Package: Client chooses Designer’s Iconic Brand design package.

Services: In this Agreement, “Services” means any and/or all of the services included in this section. Designer shall provide Client the following services on a one-time basis:

AS OUTLINED IN CONTRACT

Client is responsible for paying for the chosen Brand Photographer and location for brand photoshoot.

Schedule: Designer shall deliver Services in a reasonable amount of time. Delays in copy, account access, and feedback can delay this timeline. Client must respond to any Designer communication within a reasonable amount of time.

File Storage: Digital copies of designs produced in the course of fulfilling this Agreement will be stored until delivery of final designs and/or products. After the files are delivered at the conclusion of this project, Client releases Designer from any and all liability for lost or damaged files or designs. The shared drive folder is automatically deleted after 1 year. Client is responsible for downloading all files at the conclusion of the project.

Communication: Client will be required to complete all homework assignments provided by Designer. All communication will take place in the project management tool used. These will need to be completed in a timely manner, as discussed between Client and Designer. Client must be willing to commit to the design process, working collaboratively with Designer throughout entirety of the design process. Feedback is needed as any written response to questions asked by the Designer that are needed in order to proceed with the project. All responses to the Designer should be within 3 business days (72 hours on weekdays) unless otherwise noted by the Designer. If Client fails to respond to Designer within 3 business days (72 hours on weekdays) for feedback or any other Designer request(s), it is within the Designer’s discretion to delay Client’s Services or charge a $100 fine for the unreasonable delay. If Services are delayed by more than 6 days due to a lack of response from the Client, the project will be paused. If the project goes beyond the project end date due to the Client's delayed feedback, the client can either pay the hourly rate in addition to the original project fee for each hour worked to launch the project or pay $1,000 to reschedule the launch to the next available spot. Client should supply graphics in a digital format. You should supply photographs in a high-resolution digital format. Client shall provide Designer with access to accounts needed to complete the project.


Brand Collateral Content: Unless agreed separately, we’re not responsible for creating text or image content for your collateral. We provide content creation services, so if you’d like us to create new content, we can provide a separate estimate for that. You should supply graphics in a digital format. You should supply photographs in a high-resolution digital format. Content must be provided within 3 days of the project start date.


SEO Essentials: The following will be done for SEO purposes:

Meta Data and Descriptions will be added to the back end of your site.

Domain + Hosting: Client is responsible for obtaining and managing their own domain and hosting.



Third-Party Setups: Client is responsible for setting up any CRM, email marketing software, or other third-party tools.

Revisions: We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on two rounds of revisions that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. The Client must assume that all additions, alterations, and changes to concepts or direction, beyond the details contained in the proposal, will alter the project time frame and project fee.

All project requests, changes/revisions will be subject to at least a 5 business day turnaround time unless previously agreed to in writing. Any revisions will be at the discretion of the Designer and must be kept with the original goals of the project in mind. Revisions beyond those included in the original proposal will be charged at an additional fee, with written agreements from both the Designer and the Client before further revisions are completed.

Post Launch: If any errors or issues occur from updates, changes to plugins or themes, or accidental modification or deletion by the Client or any other party once the website has been launched, the Client will be billed by the Designer to fix the issues.

COST, FEES AND PAYMENT

Cost: The total cost ("Total Cost") for all Services is outlined in contract.

Client shall pay the Total Cost to Designer as outlined in contract.

Payments will be made automatically via Thrivecart through the invoicing system. All deliverables are sent to Client after the full payment is made.

Fees: Designer’s hourly rate is $100 per each hour spent on Client’s Services over the allotted amount of time purchased. Designer makes reasonable efforts to retouch and edit Client’s designs in a tasteful and professional manner before delivery of Client’s final designs. If Client requests further retouching or edits after delivery of Client’s final designs, then Client agrees to pay Designer for any additional changes Designer makes at Designer’s hourly rate.

Late Fees: If Designer does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Designer does not receive payment. If Designer has made reasonable attempts to notify Client of Client’s outstanding balance, and Client’s balance remains unpaid or partially paid, then Designer reserves the right to send Client to collections for any and all outstanding payments. Client agrees to pay for all Designer’s reasonable collections and legal costs encountered while attempting to collect against Client. Any delay in payment is subject to the project being paused. The Client will need to pay a $500 restart fee if the project is paused.

Expenses: Any expenses incurred by Designer while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for, setting up, and delivering any third-party software licences or products Client wishes Designer to utilize within 10 days of the project start date. At the Designer’s discretion, Designer will make reasonable efforts to integrate Client’s suggested software or products.

Account Access: Client shall provide Designer with access to the following accounts needed for the project no later than 7 days of the project start date via the Login form or Lastpass:
Website Host
Domain
Instagram and Facebook Account

Integration logins

Confidentiality: Parties will treat and hold all information of or relating to this Agreement, the Services provided, and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (known as “Confidential Information” in this Agreement) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.

Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.

This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third-party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third-party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

Relationship of the Parties: Designer and any related subcontractors are not employees, partners, or members of Client’s company or organization. Designer has the sole right to control and direct the means, manner, and method by which the services in this Agreement are performed. Designer has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations, or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance, or unemployment fees to Designer.

INTELLECTUAL PROPERTY

Copyright: Designer owns the copyright in any and all designs it creates pursuant to federal copyright law (Title 17, Chapter 2, §201-02, of the United States Code.) Any and all designs produced in connection with, or in the process of fulfilling this agreement, are expressly and solely owned by Designer to use in the reasonable course of business. Designer grants to Client a non-transferable, non-exclusive, royalty free license of work produced with and for Client for the specific purpose of this business. Any unauthorized use of the design, such as using the design for other purposes than those specified in this Agreement, will result in additional fees and/or royalty payments to Designer. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business, and agree not to infringe upon or otherwise use each other’s respective intellectual property except for in the course of providing Client with its Services.

Client guarantees it owns all intellectual property it provides to Designer, such as text, images, artwork and designs, or Client guarantees it has permission to use any intellectual property it provides to Designer. Client agrees to indemnify and hold harmless Designer, and its subcontractors and assignees, from any intellectual property infringement claims regarding any and all materials Client provides to Designer.

Trademark Ownership: Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party.



Displaying Our Work: We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles, on websites, in magazine articles and in books. We also have the right to add a backlink to the footer of your website giving ourselves credit for the design, which can only be removed at an additional fee of $1,000.

RELEASES AND LIMIT OF LIABILITY

Approvals: It is Client’s sole responsibility to make sure the design(s) are free of errors, such as spelling, informational or grammatical errors, prior to approving. Client is solely responsible for final approval of any and all designs before the Designer sends the designs to print or publishing. Final proof(s) will be provided to client no later than 7 calendar days after the final revision is approved, explicitly or implicitly, by Client. Explicit Approval: Client must approve this final proof(s) no later than 3 business days (weekdays) from the date proof(s) are sent by Designer. Implicit Approval: If Client does not approve this final proof(s) within 6 business days (weekdays) from the date proof(s) are sent by Designer, and Client does not make prior alternative arrangements (such as letting Designer know Client will be unavailable to respond during this timeframe), Designer reserves the right to interpret this silence as approval.

Once proofs are approved, Client accepts full responsibility for any existing errors or defects and must pay Stationer for additional edits, shipments or product if Client desires changes to be made after proofs are approved. Please note that files are only transferred to the Client once the invoice for the project is paid in full.

For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) calendar days after you approve them, and after you’ve paid the entire invoice. The files will be delivered in PNG and JPG formats. If you would like any editable files, the fee is an additional $250 per collateral item. For website development projects, all files that are required for the website to function properly will be uploaded to your server within seven (7) calendar days after you approve them, and after you’ve paid the entire invoice.

Once proofs are approved, Client accepts full responsibility for any existing errors or defects and must pay Designer for additional edits, shipments or product if Client desires changes to be made after proofs are approved.


Loss of Designs: In the rare event that any or all designs are lost through the fault of the Designer, such as damage to the computer or equipment, or stolen computer or equipment, Designer shall either re-create any work created within a reasonable amount of time, or refund Client the corresponding percentage of lost designs. For example, if 30% of the original designs are lost, the Designer shall refund 30% of the Total Cost. This is only applicable during the project time. Once the files are delivered, it is the Client’s responsibility to keep the files.

Maximum Damages: Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.

Limit of Claim: If Client wishes to pursue legal action arising out of or related to this Agreement, the claim must be filed on or before the anniversary of when the work was completed.

Indemnification: Client agrees to indemnify and hold harmless Designer, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees, and officers from any and all claims, causes of action, damages, or other losses arising out of, or related to, the Services provided in this Agreement. Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees, or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Designer to pay for any such damages.

Style Release: Client has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that Designer’s Services will produce a reasonably similar outcome and result for Client. Designer will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Designer’s current portfolio and services, and Designer will try to incorporate any suggestions Client makes. However, Client understands and agrees that:

- Every client and final delivery is different, with different tastes, budgets, and needs.
- Design is a subjective service and Designer is a provider with a unique vision, with an ever-evolving style and technique.
- Designer will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions.
- Dissatisfaction with Designer’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.



Testimonials: I understand my testimony may be used in connection with publicizing and promoting the Company. I authorize the Company to use my name, photograph, brief biographical information and testimonial. I grant the Company, its representatives and employees the right to use my name, photograph, brief biographical information and the testimonial in various marketing initiatives. I understand that this information may be used in various mediums for such purposes as publicity, illustration, advertising and Web content. I authorize the Company to copyright, use and publish these materials in both print and electronic formats for purposes of publicizing the Company. In addition, I waive any right to inspect or approve the finished product wherein my likeness or my testimony appears.I agree that I will make no monetary or other claim against the Company for the use of my name, photograph, brief biographical information and testimonial. I have read, understand and agree to the above.

CANCELLATIONS OR RESCHEDULING

Client Desires to Cancel or Reschedule: If Client desires to cancel Services of Designer for any reason at any time, then Client shall provide at least 30 days Notice to Designer prior to the start date of the project in order to cancel this contract. Client may reschedule Services with at least a 2 week Notice prior to the start date of the project. Upon cancellation, all outstanding fees are immediately due and payable to Designer. Providing Notice will not relieve Client of any currently outstanding payment obligations. Designer will not be obligated to refund any portion of monies Client has previously paid to Designer.


No-Show Client: If Client does not respond to any given communication or reasonable, material request from Designer within 3 business days, it is within Designer’s discretion to charge a fee of $100 and Designer’s delivery of any outstanding Services may be delayed. If such activity occurs more than once, it is within Designer’s discretion to cancel this Agreement without further delivery of Services. At such a time, all outstanding fees will become immediately due and payable.

Force Majeure: Either Party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either Party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms, or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either Party such as a riot, disorder, nuclear leak or explosion, or act or threat of impending terrorism.

Designer Desires to Cancel or Reschedule: In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
- Immediately give Notice to Client via the Notice provisions via email; and



Designer has a right to terminate the project for any of the following reasons:
- Harassment
- Large delays in feedback or payment past 2 weeks
- Unethical requests
- The project going too far past the project end date stipulated in the contract



Please note that there are no refunds provided for the project being terminated.



Termination: When all outstanding balances and payments are received from Client, and Designer has fulfilled all its obligations and Services in this Agreement, the Agreement is completed. Any surviving provisions remain in full force and effect.

GENERAL PROVISIONS

Governing Law: The laws of NC govern all matters arising out of or relating to this Agreement, including torts.

Severability: If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each Party remain legal and enforceable.

Notice: Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

Email
Designer Email: info@amecreatives.com
Client Email(s): {{client.email}}

Merger: This Agreement constitutes the final, exclusive agreement between the Parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

Amendments: The Parties may amend this Agreement only by the Parties’ written consent via proper Notice.

Dispute Resolution: Any controversy or claim arising out of or relating to this contract, or the breach of this Agreement, will be settled by alternative dispute resolution (ADR) prior to a formal complaint. ADR includes arbitration or mediation administered by an authorized entity, such as the American Arbitration Association, in accordance with its Commercial [or other] Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) or mediator(s) may be entered in any court having jurisdiction over this Agreement and related dispute resolution proceedings.

Headings: Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.